Performance of Service; Limitation of Liability. A. PFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's control, except a loss arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS may sustain or incur or which may be asserted against PFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS as a result of PFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS. B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent. C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 10 contracts
Samples: Fund Administration Servicing Agreement (PFS Funds), Fund Administration Servicing Agreement (Birmiwal Investment Trust), Fund Administration Servicing Agreement (Neiman Funds)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Declaration of Trust Instrument of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 8 contracts
Samples: Fund Administration Servicing Agreement (Arbitrage Funds), Portfolio Administration Servicing Agreement (Brazos Insurance Funds), Fund Administration Servicing Agreement (Wexford Trust/Pa)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Declaration of Trust Instrument of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 8 contracts
Samples: Portfolio Accounting Servicing Agreement (Brazos Insurance Funds), Fund Accounting Servicing Agreement (Potomac Insurance Trust), Fund Accounting Servicing Agreement (Ingenuity Capital Trust)
Performance of Service; Limitation of Liability. A. PFS Firstar shall exercise reasonable care in the performance of its duties under this Agreement. PFS Firstar shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFirstar's control, except a loss arising out of or relating to PFSresulting from Firstar's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS Firstar from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS Firstar may sustain or incur or which may be asserted against PFS Firstar by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS Firstar by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS Firstar and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS Firstar shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS Firstar as a result of PFSFirstar's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS Firstar shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFirstar's control. PFS Firstar will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFirstar. PFS Firstar agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFirstar's premises and operating capabilities at any time during regular business hours of PFSFirstar, upon reasonable notice to PFSFirstar. Regardless of the above, Firstar reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 7 contracts
Samples: Fund Accounting Servicing Agreement (Bearguard Funds Inc), Fund Accounting Servicing Agreement (Kirr Marbach Partners Funds Inc), Fund Accounting Servicing Agreement (Legacy Funds Inc)
Performance of Service; Limitation of Liability. A. PFS Firstar shall exercise reasonable care in the performance of its duties under this Agreement. PFS Firstar shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFirstar's control, except a loss arising out of or relating to PFSresulting from Firstar's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS Firstar from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS Firstar may sustain or incur or which may be asserted against PFS Firstar by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS Firstar by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS Firstar and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS Firstar shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS Firstar as a result of PFSFirstar's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS Firstar shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFirstar's control. PFS Firstar will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFirstar. PFS Firstar agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFirstar's premises and operating capabilities at any time during regular business hours of PFSFirstar, upon reasonable notice to PFS.
B. Firstar. Regardless of the above, Firstar reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 7 contracts
Samples: Transfer Agent Servicing Agreement (Bearguard Funds Inc), Transfer Agent Servicing Agreement (Frontegra Funds Inc), Transfer Agent Servicing Agreement (Light Revolution Fund Inc)
Performance of Service; Limitation of Liability. A. PFS The Administrator shall exercise reasonable care in the performance of its duties under this Agreement. PFS The Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of computing or communication equipment or power supplies beyond PFS's the Administrator’s control, except a loss arising out of or relating to PFS's resulting from the Administrator’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding The Administrator shall take all reasonable steps to minimize service interruptions and will make every reasonable effort to restore any other provision of this Agreement, if PFS has exercised reasonable care in lost or damaged data and correct any errors resulting from such interruptions at the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS may sustain or incur or which may be asserted against PFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer expense of the TrustAdministrator. The Administrator agrees that it shall, such duly authorized officer at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of data processing equipment to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution the extent appropriate equipment is available. Representatives of the Board of Trustees Fund shall be entitled to inspect the Administrator’s premises and operating capabilities at any time during regular business hours of the TrustAdministrator, upon reasonable notice to the Administrator. PFS The Fund shall indemnify and hold the Trust Administrator harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' ’ fees) which the Trust Administrator may sustain or incur or which may be asserted against the Trust Administrator by any person arising out of any action taken or omitted to be taken by PFS it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to the Administrator by any duly authorized officer of the Fund.
B. The Administrator shall indemnify and hold the Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys’ fees) which may be asserted against the Fund by any person arising out of any action taken or omitted to be taken by the Administrator as a result of PFS's the Administrator’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that C. If a party hereto (the indemnification provisions contained in this section shall apply, it “Indemnifying Party”) is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmlessother party hereto harmless (the “Indemnified Party”), the indemnitor Indemnifying Party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee Indemnified Party will use all reasonable care to notify the indemnitor Indemnifying Party promptly concerning any situation which presents or appears likely to present the probability likelihood of a claim for indemnificationindemnification against the Indemnifying Party. The indemnitor Indemnifying Party shall have the option to defend the indemnitee Indemnified Party against any claim which may be the subject of this indemnification. In the event that the indemnitor Indemnifying Party so elects, it will so notify the indemnitee Indemnified Party and thereupon the indemnitor Indemnifying Party shall take over complete defense of the claim, and the indemnitee Indemnified Party shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnified Party shall in no case confess any claim or make any compromise in any case in which the indemnitor Indemnifying Party will be asked to indemnify the indemnitee Indemnified Party except with the indemnitor's Indemnifying Party’s prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 6 contracts
Samples: Fund Administration Servicing Agreement (Mairs & Power Balanced Fund Inc), Fund Administration Servicing Agreement (Mairs & Power Growth Fund Inc), Fund Administration Servicing Agreement (Mairs & Power Balanced Fund Inc)
Performance of Service; Limitation of Liability. A. PFS a. CFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS CFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSCFS's control, except a loss arising out of or relating to PFSCFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS CFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS CFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS CFS may sustain or incur or which may be asserted against PFS CFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSCFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS CFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS CFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS CFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS CFS as a result of PFSCFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS CFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSCFS's control. PFS CFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSCFS. PFS CFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSCFS's premises and operating capabilities at any time during regular business hours of PFSCFS, upon reasonable notice to PFSCFS.
B. b. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS c. CFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS CFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 5 contracts
Samples: Fund Administration Servicing Agreement (Collaborative Investment Series Trust), Fund Administration Servicing Agreement (Collaborative Investment Series Trust), Fund Administration Servicing Agreement (Collaborative Investment Series Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS FMFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 5 contracts
Samples: Fund Accounting Servicing Agreement (Iaa Trust Asset Allocation Fund Inc), Fund Accounting Servicing Agreement (Iaa Trust Tax Exempt Bond Fund Inc), Fund Accounting Servicing Agreement (Iaa Trust Growth Fund Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSthe Agent's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS . FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Declaration of Trust Instrument of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 5 contracts
Samples: Transfer Agent Servicing Agreement (Ingenuity Capital Trust), Transfer Agent Servicing Agreement (Brazos Insurance Funds), Transfer Agent Servicing Agreement (Brazos Insurance Funds)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS FMFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 4 contracts
Samples: Fund Administration Servicing Agreement (Iaa Trust Tax Exempt Bond Fund Inc), Fund Administration Servicing Agreement (Iaa Trust Growth Fund Inc), Fund Administration Servicing Agreement (Iaa Trust Taxable Fixed Income Series Fund Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSthe FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS FMFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 4 contracts
Samples: Transfer Agent Servicing Agreement (Iaa Trust Growth Fund Inc), Transfer Agent Servicing Agreement (Iaa Trust Tax Exempt Bond Fund Inc), Transfer Agent Servicing Agreement (Iaa Trust Asset Allocation Fund Inc)
Performance of Service; Limitation of Liability. A. PFS Firstar shall exercise reasonable care in the performance of its duties under this Agreement. PFS Firstar shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFirstar's control, except a loss arising out of or relating to PFSresulting from Firstar's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS Firstar from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS Firstar may sustain or incur or which may be asserted against PFS Firstar by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS Firstar by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS Firstar and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS Firstar shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS Firstar as a result of PFSFirstar's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS Firstar shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFirstar's control. PFS Firstar will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFirstar. PFS Firstar agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.is
Appears in 4 contracts
Samples: Fund Administration Servicing Agreement (Grand Prix Funds Inc), Fund Administration Servicing Agreement (Bearguard Funds Inc), Fund Administration Servicing Agreement (Light Revolution Fund Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care and act in good faith in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFS's FMFS' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care and acted in good faith in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction authorized by the Trust and provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust Trust, its officers, trustees and agents harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Trust, its officers, trustees and agents may sustain or incur or which may be asserted against the Trust Trust, its officers, trustees and agents by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall promptly take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will promptly make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans that are consistent with industry standards with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and FMFS agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor or from the Trustees or any individual Trustee of the Trust or from any Trustee, officer, employee or agent of the Trust.
Appears in 4 contracts
Samples: Transfer Agent Servicing Agreement (CCM Advisors Funds), Transfer Agent Servicing Agreement (Ccma Select Investment Trust), Transfer Agent Servicing Agreement (CCM Advisors Funds)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care and good faith in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care and acted in good faith in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction authorized by the Trust and provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust Trust, its officers, trustees and agents harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Trust, its officers, trustees and agents may sustain or incur or which may be asserted against the Trust Trust, its officers, trustees and agents by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall promptly take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will promptly make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans that are consistent with industry standards with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and FMFS agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor or from the Trustees or any individual Trustee of the Trust or from any Trustee, officer, employee or agent of the Trust.
Appears in 4 contracts
Samples: Fund Accounting Servicing Agreement (Ccma Select Investment Trust), Fund Accounting Servicing Agreement (CCM Advisors Funds), Fund Accounting Servicing Agreement (Ccma Select Investment Trust)
Performance of Service; Limitation of Liability. A. PFS FTC shall exercise reasonable care in the performance of its duties under this Agreement. PFS FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFTC's control, except a loss arising out of or relating to PFSresulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FTC may sustain or incur or which may be asserted against PFS FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FTC by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FTC and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS FTC shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FTC as a result of PFSFTC's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFTC's control. PFS FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFTC. PFS FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFTC's premises and operating capabilities at any time during regular business hours of PFSFTC, upon reasonable notice to PFSFTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 3 contracts
Samples: Fund Accounting Servicing Agreement (KPM Funds Inc), Fund Accounting Servicing Agreement (Light Index Fund Inc), Fund Accounting Servicing Agreement (Badgley Funds Inc)
Performance of Service; Limitation of Liability. A. PFS Firstar shall exercise reasonable care in the performance of its duties under this Agreement. PFS Firstar shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFirstar's control, except a loss arising out of or relating to PFSresulting from Firstar's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS Firstar from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS Firstar may sustain or incur or which may be asserted against PFS Firstar by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS Firstar by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS Firstar and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS Firstar shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS Firstar as a result of PFSFirstar's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS Firstar shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFirstar's control. PFS Firstar will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFirstar. PFS Firstar agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFirstar's premises and operating capabilities at any time during regular business hours of PFSFirstar, upon reasonable notice to PFSFirstar. Regardless of the above, Firstar reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 3 contracts
Samples: Fund Administration Servicing Agreement (Frontegra Funds Inc), Fund Administration Servicing Agreement (Legacy Funds Inc), Fund Administration Servicing Agreement (Grand Prix Funds Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSthe FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorney's fees) arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustFund, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the TrustFund. PFS The Fund will indemnify and hold FMFS harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit as a result of the negligence of the Fund or the principal underwriter (unless contributed to by FMFS breach of this Agreement or other Agreements between the Fund and FMFS, or FMFS's own negligence or bad faith); or as a result of FMFS acting upon telephone instructions relating to the exchange or redemption of shares received by FMFS and reasonably believed by FMFS under a standard of care customarily used in the industry to have originated from the record owner of the subject shares; or as a result of acting in reliance upon any genuine instrument or stock certificate signed, countersigned, or executed by any person or persons authorized to sign, countersign, or execute the same. FMFS shall indemnify and hold the Trust Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Fund may sustain or incur or which may be asserted against the Trust Fund by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 3 contracts
Samples: Transfer Agent Servicing Agreement (Gintel Fund), Fulfillment Servicing Agreement (Gintel Fund), Transfer Agent Servicing Agreement (Gintel Fund)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSthe Agent's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS The Fund will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit as a result of the negligence of the Fund or the principal underwriter (unless contributed to by the Agent's breach of this Agreement or other Agreements between the Fund and the Agent, or the Agent's own negligence or bad faith); or as a result of the Agent acting upon telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent under a standard of care customarily used in the industry to have originated from the record owner of the subject shares; or as a result of acting in reliance upon any genuine instrument or stock certificate signed, countersigned, or executed by any person or persons authorized to sign, countersign, or execute the same. FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS . FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Declaration of Trust Instrument of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 3 contracts
Samples: Transfer Agent Servicing Agreement (Wexford Trust/Pa), Transfer Agent Servicing Agreement (Trust for Investment Managers), Transfer Agent Servicing Agreement (Potomac Insurance Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust's Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 3 contracts
Samples: Fund Accounting Servicing Agreement (1 800 Mutuals Advisor Series), Fund Accounting Servicing Agreement (Glen Rauch Funds), Fund Accounting Servicing Agreement (Purisima Funds)
Performance of Service; Limitation of Liability. A. PFS FTC shall exercise reasonable care in the performance of its duties under this Agreement. PFS FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFTC's control, except a loss arising out of or relating to PFSresulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless PFS FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FTC may sustain or incur or which may be asserted against PFS FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FTC by any duly authorized officer of the TrustFund, such duly authorized officer to be included in a list of authorized officers furnished to PFS FTC and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustFund. PFS In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond FTC's control. FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FTC. FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Fund shall be entitled to inspect FTC's premises and operating capabilities at any time during regular business hours of FTC, upon reasonable notice to FTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the Fund may be asked to indemnify or hold FTC harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that FTC will use all reasonable care to notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Fund. The Fund shall have the option to defend FTC against any claim which may be the subject of this indemnification. In the event that the Fund so elects, it will so notify FTC and thereupon the Fund shall take over complete defense of the claim, and FTC shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. FTC shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify FTC except with the Fund's prior written consent.
C. FTC shall indemnify and hold the Trust Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust Fund by any person arising out of any action taken or omitted to be taken by PFS FTC as a result of PFSFTC's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 3 contracts
Samples: Fund Administration Servicing Agreement (Hennessy Funds Inc), Fund Administration Servicing Agreement (Thurlow Funds Inc), Fund Administration Servicing Agreement (Homestate Group)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFS's the FMFS' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust's Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 3 contracts
Samples: Transfer Agent Servicing Agreement (Lindner Investments), Transfer Agent Servicing Agreement (Glen Rauch Funds), Transfer Agent Servicing Agreement (1 800 Mutuals Advisor Series)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust a Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a for such an error, mistake or loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this AgreementAgreement (other than Section 3 above), if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust IAI shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunderhereunder (i) in accordance with the foregoing standards, except for or (ii) in reliance upon any written or oral instruction provided to FMFS by any duly authorized officer of the Fund or IAI, such duly authorized officer to be included in a list of authorized officers furnished to FMFS. This indemnification and hold harmless obligation shall not extend to any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is availableequipment. Representatives of the Trust IAI shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 3 contracts
Samples: Fund Accounting Servicing Agreement (Iai Investment Funds Vi Inc), Transfer Agent Servicing Agreement (Iai Investment Funds Vi Inc), Fund Accounting Servicing Agreement (Iai Investment Funds Vi Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSthe Agent's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS . FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust's Agreement and Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 2 contracts
Samples: Transfer Agent Servicing Agreement (Kit Cole Investment Trust), Transfer Agent Servicing Agreement (Kit Cole Investment Trust)
Performance of Service; Limitation of Liability. A. PFS FTC shall exercise reasonable care in the performance of its duties under this Agreement. PFS FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFTC's control, except a loss arising out of or relating to PFSresulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FTC may sustain or incur or which may be asserted against PFS FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FTC by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FTC and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS FTC shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FTC as a result of PFSFTC's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFTC's control. PFS FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFTC. PFS FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFTC's premises and operating capabilities at any time during regular business hours of PFSFTC, upon reasonable notice to PFSFTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 2 contracts
Samples: Fund Administration Servicing Agreement (KPM Funds Inc), Fund Administration Servicing Agreement (Badgley Funds Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustFund, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the TrustFund. PFS FMFS shall indemnify and hold the Trust Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Fund may sustain or incur or which may be asserted against the Trust Fund by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 2 contracts
Samples: Fund Accounting Servicing Agreement (Gintel Fund), Fund Accounting Servicing Agreement (Gintel Fund)
Performance of Service; Limitation of Liability. A. PFS a. FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's FMFS' control, except a loss arising out of or relating to PFS's FMFS' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, expenses and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, expenses and liabilities arising out of or relating to PFS's FMFS' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS .
b. FMFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. .
c. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take take, at no additional expense to the Company, all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's FMFS' control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical electronic data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFS's FMFS' premises and operating capabilities at any time during FMFS' regular business hours of PFShours, upon reasonable notice to PFSFMFS.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 2 contracts
Samples: Transfer Agent Servicing Agreement (Mercantile Mutual Funds Inc), Transfer Agent Servicing Agreement (Mercantile Mutual Funds Inc)
Performance of Service; Limitation of Liability. A. PFS FTC shall exercise reasonable care in the performance of its duties under this Agreement. PFS FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFTC's control, except a loss arising out of or relating to PFSresulting from the Agent's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FTC may sustain or incur or which may be asserted against PFS FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FTC by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FTC and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS FTC shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FTC as a result of PFSFTC's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFTC's control. PFS FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFTC. PFS FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFTC's premises and operating capabilities at any time during regular business hours of PFSFTC, upon reasonable notice to PFS.
B. FTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 2 contracts
Samples: Transfer Agent Servicing Agreement (KPM Funds Inc), Transfer Agent Servicing Agreement (Light Index Fund Inc)
Performance of Service; Limitation of Liability. A. PFS Firstar shall exercise reasonable care in the performance of its duties under this Agreement. PFS Firstar shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFirstar's control, except a loss arising out of or relating to PFSresulting from Firstar's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS Firstar from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS Firstar may sustain or incur or which may be asserted against PFS Firstar by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS Firstar by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS Firstar and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS Firstar shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS Firstar as a result of PFSFirstar's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS Firstar shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFirstar's control. PFS Firstar will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFirstar. PFS Firstar agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFirstar's premises and operating capabilities at any time during regular business hours of PFSFirstar, upon reasonable notice to PFS.
B. Firstar. Regardless of the above, Firstar reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put . 8. Proprietary and Confidential Information Firstar agrees on notice behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the limitation Company all records and other information relative to the Company and prior, present, or potential shareholders (and clients of shareholdersaid shareholders) and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, Trustee, officer, employee or agent liability as set forth except after prior notification to and approval in the Declaration of Trust of the Trust and agrees that obligations assumed writing by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assetsCompany, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it which approval shall not seek satisfaction of any be unreasonably withheld and may not be withheld where Firstar may be exposed to civil or criminal contempt proceedings for failure to comply after being requested to divulge such obligation from any shareholder of a Fundinformation by duly constituted authorities, nor from any Trustee, officer, employee or agent of when so requested by the TrustCompany.
Appears in 2 contracts
Samples: Transfer Agent Servicing Agreement (Light Revolution Fund Inc), Transfer Agent Servicing Agreement (Kirr Marbach Partners Funds Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care and to act in good faith in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunderhereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust's Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 2 contracts
Samples: Fund Administration Servicing Agreement (Alpine Series Trust), Fund Administration Servicing Agreement (Alpine Equity Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS FMFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 2 contracts
Samples: Fund Administration Servicing Agreement (Hennessy Funds Inc), Fund Administration Servicing Agreement (Hennessy Mutual Funds Inc)
Performance of Service; Limitation of Liability. A. PFS FTC shall exercise reasonable care in the performance of its duties under this Agreement. PFS FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFTC's control, except a loss arising out of or relating to PFSresulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless PFS FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FTC may sustain or incur or which may be asserted against PFS FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FTC by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FTC and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS as a result of PFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFTC's control. PFS FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFTC. PFS FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund shall be entitled to inspect PFSFTC's premises and operating capabilities at any time during regular business hours of PFSFTC, upon reasonable notice to PFS.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnificationFTC. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense Regardless of the claimabove, FTC reserves the right to reprocess and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consentcorrect administrative errors at its own expense.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 2 contracts
Samples: Fulfillment Servicing Agreement (Burridge Funds), Fulfillment Servicing Agreement (Burridge Funds)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSthe FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust's Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 2 contracts
Samples: Transfer Agent Servicing Agreement (Alpine Equity Trust), Transfer Agent Servicing Agreement (Alpine Series Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the any Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's FMFS’s control, except a loss arising out of or relating to PFSthe Agent's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Madison shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFS's FMFS’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustMadison, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the TrustMadison. PFS FMFS shall indemnify and hold Madison and the Trust Trusts harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Madison or any Trust may sustain or incur or which may be asserted against the Madison or any Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFS's FMFS’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's FMFS’s control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Madison and appropriate Federal securities regulators or examiners shall be entitled to inspect PFS's FMFS’s premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's ’s prior written consent.
C. PFS . FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the each Trust’s Declaration of Trust of the Trust and agrees that obligations assumed by the Madison on behalf of each Trust pursuant to this Agreement shall be limited in all cases to the such Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of any Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the TrustTrusts.
Appears in 2 contracts
Samples: Transfer Agent Servicing Agreement (Mosaic Equity Trust), Transfer Agent Servicing Agreement (Mosaic Tax-Free Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Corporation in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Corporation shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCorporation, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCorporation. PFS FMFS shall indemnify and hold the Trust Corporation harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Corporation may sustain or incur or which may be asserted against the Trust Corporation by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Corporation shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Declaration Corporation's Articles of Trust of the Trust Incorporation and agrees that obligations assumed by the Trust Corporation pursuant to this Agreement shall be limited in all cases to the Trust Corporation and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Corporation, nor from the Directors or any Trustee, officer, employee or agent individual Director of the TrustCorporation.
Appears in 2 contracts
Samples: Fund Accounting Servicing Agreement (Aha Investment Funds Inc), Fund Accounting Servicing Agreement (Wall Street Fund Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS . A copy of the Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Agreement and Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 2 contracts
Samples: Transfer Agent Servicing Agreement (Calamos Investment Trust/Il), Transfer Agent Servicing Agreement (Calamos Advisors Trust/Il)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustFund, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustFund. PFS FMFS shall indemnify and hold the Trust Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Fund may sustain or incur or which may be asserted against the Trust Fund by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Declaration Fund's Articles of Trust of the Trust InFund and agrees that obligations assumed by the Trust Fund pursuant to this Agreement shall be limited in all cases to the Trust Fund and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a series of the Fund, nor from the Directors or any Trustee, officer, employee or agent individual Director of the TrustFund.
Appears in 2 contracts
Samples: Fund Sub Administration Servicing Agreement (Gintel Fund), Fund Administration Servicing Agreement (Gintel Fund)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS A copy of the Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Agreement and Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 2 contracts
Samples: Fund Accounting Servicing Agreement (Calamos Investment Trust/Il), Fund Accounting Servicing Agreement (Calamos Advisors Trust/Il)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSresulting from FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS FMFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 2 contracts
Samples: Fund Accounting Servicing Agreement (LCM Internet Growth Fund Inc), Fund Accounting Servicing Agreement (LCM Internet Growth Fund Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's controlcontinues. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is availableequipment. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this sectionsection unless the claim against the indemnitee shall be adverse to the claim of the indemnitor. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 2 contracts
Samples: Fund Administration Servicing Agreement (Everest Funds), Fund Administration Servicing Agreement (Everest Series Funds Trust)
Performance of Service; Limitation of Liability. A. PFS The Administrator shall exercise reasonable care in the performance of its duties under this Agreement. PFS The Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of computing or communication equipment or power supplies beyond PFS's the Administrator’s control, except a loss arising out of or relating to PFS's resulting from the Administrator’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding The Administrator shall take all reasonable steps to minimize service interruptions and will make every reasonable effort to restore any other lost or damaged data and correct any errors resulting from such interruptions at the expense of the Administrator. The Administrator agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of this Agreementdata processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect the Administrator’s premises and operating capabilities at any time during regular business hours of the Administrator, if PFS has exercised upon reasonable care in notice to the performance of its duties under this Agreement, the Administrator. The Trust shall indemnify and hold the Administrator harmless PFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' ’ fees) which PFS the Administrator may sustain or incur or which may be asserted against PFS the Administrator by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS the Administrator by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS .
B. The Administrator shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' ’ fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS the Administrator as a result of PFS's the Administrator’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that C. If a party hereto (the indemnification provisions contained in this section shall apply, it “Indemnifying Party”) is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmlessother party hereto harmless (the “Indemnified Party”), the indemnitor Indemnifying Party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee Indemnified Party will use all reasonable care to notify the indemnitor Indemnifying Party promptly concerning any situation which presents or appears likely to present the probability likelihood of a claim for indemnificationindemnification against the Indemnifying Party. The indemnitor Indemnifying Party shall have the option to defend the indemnitee Indemnified Party against any claim which may be the subject of this indemnification. In the event that the indemnitor Indemnifying Party so elects, it will so notify the indemnitee Indemnified Party and thereupon the indemnitor Indemnifying Party shall take over complete defense of the claim, and the indemnitee Indemnified Party shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnified Party shall in no case confess any claim or make any compromise in any case in which the indemnitor Indemnifying Party will be asked to indemnify the indemnitee Indemnified Party except with the indemnitor's Indemnifying Party’s prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 2 contracts
Samples: Fund Administration Servicing Agreement (Mairs & Power Funds Trust), Fund Administration Servicing Agreement (Mairs & Power Funds Trust)
Performance of Service; Limitation of Liability. A. PFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's control, except a loss arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS may sustain or incur or which may be asserted against PFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS as a result of PFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.indemnitee
Appears in 2 contracts
Samples: Fund Administration Servicing Agreement (New Frontiers Trust), Fund Administration Servicing Agreement (Walthausen Funds)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Corporation in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFS's the FMFS' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Corporation shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCorporation, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCorporation. PFS FMFS shall indemnify and hold the Trust Corporation harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Corporation may sustain or incur or which may be asserted against the Trust Corporation by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Corporation shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Declaration Corporation's Articles of Trust of the Trust Incorporation and agrees that obligations assumed by the Trust Corporation pursuant to this Agreement shall be limited in all cases to the Trust Corporation and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Corporation, nor from the Directors or any Trustee, officer, employee or agent individual Director of the TrustCorporation.
Appears in 2 contracts
Samples: Transfer Agent Servicing Agreement (Aha Investment Funds Inc), Transfer Agent Servicing Agreement (Wall Street Fund Inc)
Performance of Service; Limitation of Liability. A. PFS FTC shall exercise reasonable care in the performance of its duties under this Agreement. PFS FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFTC's control, except a loss arising out of or relating to PFSresulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FTC may sustain or incur or which may be asserted against PFS FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FTC by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FTC and as amended from time to time in writing by resolution of the Board of Trustees of the TrustCompany. PFS In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond FTC's control. FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FTC. FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Company shall be entitled to inspect FTC's premises and operating capabilities at any time during regular business hours of FTC, upon reasonable notice to FTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the Company may be asked to indemnify or hold FTC harmless, the Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that FTC will use all reasonable care to notify the Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Company. The Company shall have the option to defend FTC against any claim which may be the subject of this indemnification. In the event that the Company so elects, it will so notify FTC and thereupon the Company shall take over complete defense of the claim, and FTC shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. FTC shall in no case confess any claim or make any compromise in any case in which the Company will be asked to indemnify FTC except with the Company's prior written consent.
C. FTC shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FTC as a result of PFSFTC's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 2 contracts
Samples: Fund Administration Servicing Agreement (Rockland Funds Trust), Fund Administration Servicing Agreement (Rockland Funds Trust)
Performance of Service; Limitation of Liability. A. PFS Firstar shall exercise reasonable care in the performance of its duties under this Agreement. PFS Firstar shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFirstar's control, except a loss arising out of or relating to PFSresulting from Firstar's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS Firstar from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS Firstar may sustain or incur or which may be asserted against PFS Firstar by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS Firstar by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS Firstar and as amended from time to time in writing by resolution of the Board of Trustees Directors of the Trust. PFS In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, Firstar shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond Firstar's control. Firstar will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of Firstar. Firstar agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect Firstar's premises and operating capabilities at any time during regular business hours of Firstar, upon reasonable notice to Firstar. Regardless of the above, Firstar reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the Trust may be asked to indemnify or hold Firstar harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that Firstar will use all reasonable care to notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust. The Trust shall have the option to defend Firstar against any claim which may be the subject of this indemnification. In the event that the Trust so elects, it will so notify Firstar and thereupon the Trust shall take over complete defense of the claim, and Firstar shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. Firstar shall in no case confess any claim or make any compromise in any case in which the Trust will be asked to indemnify Firstar except with the Trust's prior written consent.
C. Firstar shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS Firstar as a result of PFSFirstar's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 2 contracts
Samples: Fund Administration Servicing Agreement (Simms Funds), Fund Administration Servicing Agreement (Simms Funds)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSthe FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's controlcontinues. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is availableequipment. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this sectionsection unless the claim against the indemnitee shall be adverse to the claim of the indemnitor. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 2 contracts
Samples: Transfer Agent Servicing Agreement (Everest Funds), Transfer Agent Servicing Agreement (Everest Series Funds Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust's Agreement and Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 2 contracts
Samples: Fund Accounting Servicing Agreement (Kit Cole Investment Trust), Fund Accounting Servicing Agreement (Kit Cole Investment Trust)
Performance of Service; Limitation of Liability. A. PFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's control, except a loss arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS may sustain or incur or which may be asserted against PFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS as a result of PFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.so
Appears in 2 contracts
Samples: Fund Administration Servicing Agreement (Capital Management Investment Trust), Fund Administration Servicing Agreement (Berkshire Funds)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Corporation in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Corporation shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCorporation, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time and furnished to FMFS, in writing writing, by resolution the Secretary or other appropriate officer of the Board of Trustees of the TrustCorporation. PFS FMFS shall indemnify and hold the Trust Corporation harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Corporation may sustain or incur or which may be asserted against the Trust Corporation by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Corporation shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Declaration Corporation's Articles of Trust of the Trust Incorporation and agrees that obligations assumed by the Trust Corporation pursuant to this Agreement shall be limited in all cases to the Trust Corporation and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of a Fundseries of the Corporation, nor from the Directors or any Trustee, officer, employee or agent individual Director of the TrustCorporation.
Appears in 2 contracts
Samples: Fund Accounting Servicing Agreement (Ohio National Fund Inc), Fund Accounting Servicing Agreement (Dow Target Variable Fund LLC)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund Company or any Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSa breach of any representation or warranty made by FMFS under this Agreement or FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund Company shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSa breach of any representation or warranty made by FMFS under this Agreement or FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustFund Company, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustFund Company. PFS FMFS shall indemnify and hold the Trust Fund Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Fund Company may sustain or incur or which may be asserted against the Trust Fund Company by any person arising out of a breach of any representation or warranty made by FMFS under this Agreement or any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund Company shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and . FMFS agrees that obligations assumed by the Trust Fund Company pursuant to this Agreement shall be limited in all cases to the Trust respective assets and its assets, and if properties of the particular Fund(s) to which the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fundrelates. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundany Fund or of any other series of the Fund Company, nor from the Directors or any Trustee, officer, employee or agent individual Director of the TrustFund Company.
Appears in 2 contracts
Samples: Transfer Agent Servicing Agreement (Catholic Alliance Funds Inc), Transfer Agent Servicing Agreement (Catholic Alliance Funds Inc)
Performance of Service; Limitation of Liability. A. PFS CCM shall exercise reasonable care in the performance of its duties under this Agreement. PFS CCM shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's CCM’s control, except a loss arising out of or relating to PFS's CCM’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS CCM has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS CCM from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' ’ fees) which PFS CCM may sustain or incur or which may be asserted against PFS CCM by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's CCM’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS CCM by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS CCM and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS CCM shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' ’ fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS CCM as a result of PFS's CCM’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS CCM shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's CCM’s control. PFS CCM will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSCCM. PFS CCM agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's CCM’s premises and operating capabilities at any time during regular business hours of PFSCCM, upon reasonable notice to PFSCCM. Regardless of the above, CCM reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's ’s prior written consent.
C. PFS CCM is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust’s Agreement and Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS CCM further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 2 contracts
Samples: Interim Fund Administration Servicing Agreement (Icon Funds), Fund Administration Servicing Agreement (Shelton Greater China Fund)
Performance of Service; Limitation of Liability. A. PFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's control, except a loss arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS may sustain or incur or which may be asserted against PFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS as a result of PFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 2 contracts
Samples: Fund Administration Servicing Agreement (Sycuan Funds), Fund Administration Servicing Agreement (Mundoval Funds)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSresulting from FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS FMFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 2 contracts
Samples: Fund Administration Servicing Agreement (LCM Internet Growth Fund Inc), Fund Administration Servicing Agreement (LCM Internet Growth Fund Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust's Agreement and Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 2 contracts
Samples: Fund Administration Servicing Agreement (Kit Cole Investment Trust), Fund Administration Servicing Agreement (Kit Cole Investment Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS Agreement and shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's control, except a loss arising out of or relating to PFS's resulting from the refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in misconduct. Each Company will indemnify and hold FMFS harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit as a result of the performance negligence of its duties under this Agreement. Notwithstanding any other provision the Company (unless contributed to by FMFS breach of this AgreementAgreement or other Agreements between the Company and FMFS, if PFS has exercised reasonable care or FMFS' own negligence or bad faith); or as a result of FMFS acting upon telephone instructions relating to the exchange or redemption of shares received by FMFS and reasonably believed by FMFS to be genuine and to have originated from the record owner of the subject shares; or as a result of acting in reliance upon any genuine instrument or stock certificate signed, countersigned, or executed by any person or persons authorized to sign, countersign, or execute the performance of its duties under this Agreement, the Trust same. FMFS shall indemnify and hold each Company harmless PFS from and against any and all losses, claims, demands, lossesexpenses (including reasonable counsel fees and expense), expenses, and or liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS the Company may sustain or incur or which may be asserted against PFS the Company by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's controlcontinues. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making parties and shall make reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust each Company shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. In order that FMFS. Regardless of the indemnification provisions contained in this section shall applyabove, it is understood that if in any case FMFS reserves the indemnitor may be asked right to indemnify or hold reprocess and correct administrative errors at its own expense. Upon the indemnitee harmlessassumption of a claim for indemnification, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnificationclaim. The indemnitor shall have the option to defend participate in the defense of any claim, or to defend against said claim in its own name and in the name of the indemnitee against any claim which may be through counsel acceptable to the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this sectionindemnitee. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 2 contracts
Samples: Transfer Agent Servicing Agreement (Jundt Growth Fund Inc), Transfer Agent Servicing Agreement (Jundt Funds Inc)
Performance of Service; Limitation of Liability. A. PFS FTC shall exercise reasonable care in the performance of its duties under this Agreement. PFS FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFTC's control, except a loss arising out of or relating to PFSresulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless PFS FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FTC may sustain or incur or which may be asserted against PFS FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FTC by any duly authorized officer of the TrustFund, such duly authorized officer to be included in a list of authorized officers furnished to PFS FTC and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS as a result of PFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconductFund. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFTC's control. PFS FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFTC. PFS FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund shall be entitled to inspect PFSFTC's premises and operating capabilities at any time during regular business hours of PFSFTC, upon reasonable notice to PFSFTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor Fund may be asked to indemnify or hold the indemnitee FTC harmless, the indemnitor Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee FTC will use all reasonable care to notify the indemnitor Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnificationindemnification against the Fund. The indemnitor Fund shall have the option to defend the indemnitee FTC against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.this
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Trautman Kramer Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company or the Advisor in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company and/or the Advisor shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCompany or the Advisor, such duly authorized officer to be included in a list of authorized officers furnished to PFS and FMFS, as amended from time to time time, in writing by resolution of the Board of Trustees Directors of the TrustCompany or the Advisor, respectively. PFS FMFS shall indemnify and hold the Trust Company and Advisor harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which that the Trust Company or Advisor may sustain or incur or which that may be asserted against the Trust Company or Advisor by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company and the Advisor shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee indemnitee(s) harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee indemnitee(s) will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee indemnitee(s) against any claim which that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee indemnitee(s) and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee indemnitee(s) shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Except with the indemnitor's prior written consent, the indemnitee(s) shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consentindemnitee(s).
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Baird Funds Inc)
Performance of Service; Limitation of Liability. A. PFS CCM shall exercise reasonable care in the performance of its duties under this Agreement. PFS CCM shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSCCM's control, except a loss arising out of or relating to PFSCCM's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS CCM has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS CCM from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS CCM may sustain or incur or which may be asserted against PFS CCM by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSCCM's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS CCM by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS CCM and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS CCM shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS CCM as a result of PFSCCM's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS CCM shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSCCM's control. PFS CCM will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSCCM. PFS CCM agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSCCM's premises and operating capabilities at any time during regular business hours of PFSCCM, upon reasonable notice to PFSCCM. Regardless of the above, CCM reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS CCM is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust's Agreement and Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS CCM further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (California Investment Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust and its trustees and officers harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust and its trustees and officers may sustain or incur or which may be asserted against the Trust and its trustees and officers by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS shall immediately notify the Manager of administrative errors and shall immediately reprocess and correct such errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust's Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 1 contract
Samples: Fund Accounting Servicing Agreement (Ayco Series Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSthe Agent's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFSFMFS's refusal or o failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS . FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Declaration of Trust Instrument of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 1 contract
Samples: Transfer Agent Servicing Agreement (Arbitrage Funds)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustTrust (other than FMFS employees), such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust's Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Allied Asset Advisors Funds)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust's Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (1 800 Mutuals Advisor Series)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's FMFS' control, except a loss arising out of or relating to PFS's resulting from FMFS' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, willful misconduct, or willful misconduct failure to exercise reasonable care on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part hereunder in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in sole reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, except any officer who is an employee of FMFS or an affiliate of FMFS, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS or as a result of PFS's FMFS' refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct, or failure to exercise reasonable care. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's FMFS control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's FMFS' premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Performance of Service; Limitation of Liability. A. PFS FTC shall exercise reasonable care in the performance of its duties under this Agreement. PFS FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFTC's control, except a loss arising out of or relating to PFSresulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FTC may sustain or incur or which may be asserted against PFS FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FTC by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FTC and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS FTC shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FTC as a result of PFSFTC's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFTC's control. PFS FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFTC. PFS FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFTC's premises and operating capabilities at any time during regular business hours of PFSFTC, upon reasonable notice to PFSFTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that ordex xxat the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Kopp Funds Inc)
Performance of Service; Limitation of Liability. A. PFS a. CFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS CFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's CFS’s control, except a loss arising out of or relating to PFS's CFS’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS CFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS CFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' ’ fees) which PFS CFS may sustain or incur or which may be asserted against PFS CFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's CFS’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS CFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS CFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS Trust CFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' ’ fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS CFS as a result of PFS's CFS’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS CFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's CFS’s control. PFS CFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSCFS. PFS CFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's CFS’s premises and operating capabilities at any time during regular business hours of PFSCFS, upon reasonable notice to PFSCFS.
B. b. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's ’s prior written consent.
C. PFS c. CFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS CFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Collaborative Investment Series Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's controlcontinues. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is availableequipment. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this sectionsection unless the claim against the indemnitee shall be adverse to the claim of the indemnitor. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Accounting Servicing Agreement (Everest Series Funds Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Corporation in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Corporation shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCorporation, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCorporation. PFS FMFS shall indemnify and hold the Trust Corporation harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Corporation may sustain or incur or which may be asserted against the Trust Corporation by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Corporation shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Declaration Corporation's Articles of Trust of the Trust Incorporation and agrees that obligations assumed by the Trust Corporation pursuant to this Agreement shall be limited in all cases to the Trust Corporation and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Corporation, nor from the Directors or any Trustee, officer, employee or agent individual Director of the TrustCorporation.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Wall Street Fund Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSthe Agent's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustTrust (other than FMFS employees), such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS . FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust's Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 1 contract
Samples: Transfer Agent Servicing Agreement (Allied Asset Advisors Funds)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund Company or any Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSa breach of a representation or warranty made by FMFS under this Agreement or FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund Company shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSa breach of a representation or warranty made by FMFS under this Agreement or FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustFund Company, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustFund Company. PFS FMFS shall indemnify and hold the Trust Fund Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Fund Company may sustain or incur or which may be asserted against the Trust Fund Company by any person arising out of a breach of a representation or warranty made by FMFS under this Agreement or FMFS's refusal or failure to comply with the terms of this Agreement or any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund Company shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and FMFS agrees that obligations assumed by the Trust Fund Company pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fundthe Fund(s) to which the obligation relates. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundany Fund or any other series of the Fund Company, nor from the Directors or any Trustee, officer, employee or agent individual Director of the TrustFund Company.
Appears in 1 contract
Samples: Fund Accounting Servicing Agreement (Catholic Alliance Funds Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSthe Agent's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Fund shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustFund, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustFund. PFS The Fund will indemnify and hold FMFS harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit as a result of the negligence of the Fund or the principal underwriter (unless contributed to by the FMFS's breach of this Agreement or other Agreements between the Fund and the FMFS, or the Agent's own negligence or bad faith); or as a result of the FMFS acting upon telephone instructions relating to the exchange or redemption of shares received by the FMFS and reasonably believed by the FMFS under a standard of care customarily used in the industry to have originated from the record owner of the subject shares; or as a result of acting in reliance upon any genuine instrument or stock certificate signed, countersigned, or executed by any person or persons authorized to sign, countersign, or execute the same. FMFS shall indemnify and hold the Trust Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Fund may sustain or incur or which may be asserted against the Trust Fund by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Transfer Agent Servicing Agreement (Mairs & Power Balanced Fund Inc)
Performance of Service; Limitation of Liability. A. PFS FTC shall exercise reasonable care in the performance of its duties under this Agreement. PFS FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFTC's control, except a loss arising out of or relating to PFSresulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FTC may sustain or incur or which may be asserted against PFS FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FTC by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FTC and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS FTC shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FTC as a result of PFSFTC's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFTC's control. PFS FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFTC. PFS FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFTC's premises and operating capabilities at any time during regular business hours of PFSFTC, upon reasonable notice to PFSFTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that xxxx the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Accounting Servicing Agreement (Kopp Funds Inc)
Performance of Service; Limitation of Liability. A. PFS FTC shall exercise reasonable care in the performance of its duties under this Agreement. PFS FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFTC's control, except a loss arising out of or relating to PFSresulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FTC may sustain or incur or which may be asserted against PFS FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FTC by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FTC and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS FTC shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FTC as a result of PFSFTC's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFTC's control. PFS FTC will make every reasonable effort to restore any lost or damaged data and xxxx xxxxx xxxxxxxxxx xxxxxx xx xxxxxxx xxx xxxx xx xxxxxxx xxxx xxx correct any errors resulting from such a breakdown at the expense of PFSFTC. PFS FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFTC's premises and operating capabilities at any time during regular business hours of PFSFTC, upon reasonable notice to PFSFTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Light Index Fund Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreementgreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust's Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Glen Rauch Funds)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care and act in good faith in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSor resulting from FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunderhereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust, except for any and all == claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust's Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 1 contract
Samples: Fund Accounting Servicing Agreement (Alpine Series Trust)
Performance of Service; Limitation of Liability. A. PFS FTC shall exercise reasonable care in the performance of its duties under this the Agreement. PFS The Fund agrees to reimburse and make FTC whole for any loss or damages (including reasonable fees and expenses of legal counsel) arising out of or in connection with its actions under this Agreement so long as FTC acts in good faith and is not negligent or guilty of any willful misconduct. The Fund accepts all responsibility, including, but not limited to, liability for any recision action for filing state securities registrations, or failing to file securities registrations, for all of its funds listed in Schedule A, prior to May 1, 1995. FTC shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, natural or state emergencies, fire, mechanical breakdown, flood or catastrophe, act of God, insurrection, war, riots, or failure of transportation, communication, or power supply. In the event of a mechanical breakdown beyond its control, FTC shall take all reasonable steps to minimize service interruptions for any error of judgment period that such interruption continues beyond FTC's control. FTC will make every reasonable effort to restore any lost or mistake of law or for damaged data and correct any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses errors resulting from mechanical breakdowns or such a breakdown at the failure expense of communication or power supplies beyond PFSFTC. FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provisions for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Fund shall be entitled to inspect FTC's controlpremises and operating capabilities at any time during regular business hours of FTC, except a loss arising out of or relating upon reasonable notice to PFS's refusal or failure FTC. This indemnification includes any act, omission to comply with the terms of this Agreement or from bad faith, negligenceact, or willful misconduct on its part delay by FTC in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreementreliance upon, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS may sustain or incur or which may be asserted against PFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standardswith, or (ii) in reliance upon any written or oral instruction provided to PFS by it receives from any duly authorized officer of the TrustFund. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the Fund may be asked to indemnify or hold FTC harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that FTC will use all reasonable care to notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such duly authorized officer a claim for indemnification against the Fund. The Fund shall have the option to defend FTC against any claim which may be included in a list the subject of authorized officers furnished to PFS this indemnification. In the event that the Fund so elects, it will so notify FTC and as amended from time to time in writing by resolution thereupon the Fund shall take over complete defense of the Board of Trustees of claim, and FTC shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. FTC shall in no case confess any claim or make any compromise in any case in which the TrustFund will be asked to indemnify FTC except with the Fund's prior written consent. PFS FTC shall indemnify and hold the Trust Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust Fund by any person arising out of any action taken or omitted to be taken by PFS FTC as a result of PFSFTC's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In Regardless of the event of a mechanical breakdown or failure of communication or power supplies beyond its controlabove, PFS shall take all reasonable steps FTC reserves the right to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data reprocess and correct any administrative errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFSits own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Blue Sky Compliance Servicing Agreement (Mairs & Power Growth Fund Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust a Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's FMFS"s control, except a for such an error, mistake or loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this AgreementAgreement (other than Section 3 above), if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust IAI shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunderhereunder (i) in accordance with the foregoing standards, except for or (ii) in reliance upon any written or oral instruction provided to FMFS by any duly authorized officer of the Fund or IAI, such duly authorized officer to be included in a list of authorized officers furnished to FMFS. This indemnification and hold harmless obligation shall not extend to any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFS's FMFS"s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's FMFS"s control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is availableequipment. Representatives of the Trust IAI shall be entitled to inspect PFS's FMFS"s premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked a sked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Transfer Agent Servicing Agreement (Iai Investment Funds Vi Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Firstar Funds Inc)
Performance of Service; Limitation of Liability. A. PFS The Administrator shall exercise reasonable care in the performance of its duties under this Agreement. PFS The Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of computing or communication equipment or power supplies beyond PFSthe Administrator's control, except a loss arising out of or relating to PFSresulting from the Administrator's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties dudes under this Agreement. Notwithstanding The Administrator shall take all reasonable steps to minimize service interruptions and will make every reasonable effort to restore any other provision of this Agreement, if PFS has exercised reasonable care in lost or damaged data and correct any errors resulting from such interruptions at the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS may sustain or incur or which may be asserted against PFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer expense of the TrustAdministrator. The Administrator agrees that it shall, such duly authorized officer at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of data processing equipment to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution the extent appropriate equipment is available. Representatives of the Board of Trustees Fund shall be entitled to inspect the Administrator's premises and operating capabilities at any time during regular business hours of the TrustAdministrator, upon reasonable notice to the Administrator. PFS The Fund shall indemnify and hold the Trust Administrator harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Administrator may sustain or incur or which may be asserted against the Trust Administrator by any person arising out of any action taken or omitted to be taken by PFS it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to the Administrator by any duly authorized officer of the Fund.
B. The Administrator shall indemnify and hold the Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which may be asserted against the Fund by any person arising out of any action taken or omitted to be taken by the Administrator as a result of PFSthe Administrator's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that C. If a party hereto (the indemnification provisions contained in this section shall apply, it "Indemnifying Party") is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmlessother party hereto harmless (the "Indemnified Party"), the indemnitor Indemnifying Party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee Indemnified Party will use all reasonable care to notify the indemnitor Indemnifying Party promptly concerning any situation which presents or appears likely to present the probability likelihood of a claim for indemnificationindemnification against the 4 Indemnifying Party. The indemnitor Indemnifying Party shall have the option to defend the indemnitee Indemnified Party against any claim which may be the subject of this indemnification. In the event that the indemnitor Indemnifying Party so elects, it will so notify the indemnitee Indemnified Party and thereupon the indemnitor Indemnifying Party shall take over complete defense of the claim, and the indemnitee Indemnified Party shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnified Party shall in no case confess any claim or make any compromise in any case in which the indemnitor Indemnifying Party will be asked to indemnify the indemnitee Indemnified Party except with the indemnitorIndemnifying Party's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Mairs & Power Balanced Fund Inc)
Performance of Service; Limitation of Liability. A. PFS The Administrator shall exercise reasonable care in the performance of its duties under this Agreement. PFS The Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of computing or communication equipment or power supplies beyond PFSthe Administrator's control, except a loss arising out of or relating to PFSresulting from the Administrator's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding The Administrator shall take all reasonable steps to minimize service interruptions and will make every reasonable effort to restore any other provision of this Agreement, if PFS has exercised reasonable care in lost or damaged data and correct any errors resulting from such interruptions at the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS may sustain or incur or which may be asserted against PFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer expense of the TrustAdministrator. The Administrator agrees that it shall, such duly authorized officer at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of data processing equipment to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution the extent appropriate equipment is available. Representatives of the Board of Trustees Fund shall be entitled to inspect the Administrator's premises and operating capabilities at any time during regular business hours of the TrustAdministrator, upon reasonable notice to the Administrator. PFS The Fund shall indemnify and hold the Trust Administrator harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Administrator may sustain or incur or which may be asserted against the Trust Administrator by any person arising out of any action taken or omitted to be taken by PFS it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to the Administrator by any duly authorized officer of the Fund.
B. The Administrator shall indemnify and hold the Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which may be asserted against the Fund by any person arising out of any action taken or omitted to be taken by the Administrator as a result of PFSthe Administrator's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that C. If a party hereto (the indemnification provisions contained in this section shall apply, it "Indemnifying Party") is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmlessother party hereto harmless (the "Indemnified Party"), the indemnitor Indemnifying Party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee Indemnified Party will use all reasonable care to notify the indemnitor Indemnifying Party promptly concerning any situation which presents or appears likely to present the probability likelihood of a claim for indemnificationindemnification against the 4 Indemnifying Party. The indemnitor Indemnifying Party shall have the option to defend the indemnitee Indemnified Party against any claim which may be the subject of this indemnification. In the event that the indemnitor Indemnifying Party so elects, it will so notify the indemnitee Indemnified Party and thereupon the indemnitor Indemnifying Party shall take over complete defense of the claim, and the indemnitee Indemnified Party shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnified Party shall in no case confess any claim or make any compromise in any case in which the indemnitor Indemnifying Party will be asked to indemnify the indemnitee Indemnified Party except with the indemnitorIndemnifying Party's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Mairs & Power Growth Fund Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's FMFS’s control, except a loss arising out of or relating to PFS's FMFS’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' ’ fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's FMFS’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses. Losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' ’ fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFS's FMFS’s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's FMFS’s control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's FMFS’s premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor Indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's ’s prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Declaration of Trust Instrument of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from they Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Cullen Funds Trust)
Performance of Service; Limitation of Liability. A. PFS USBFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSUSBFS's control, except a loss arising out of or relating to PFS's the USBFS' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS USBFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS USBFS may sustain or incur or which may be asserted against PFS USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSUSBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS USBFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS USBFS as a result of PFSUSBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSUSBFS's control. PFS USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSUSBFS. PFS USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSUSBFS's premises and operating capabilities at any time during regular business hours of PFSUSBFS, upon reasonable notice to PFSUSBFS. Regardless of the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS USBFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Trust's Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS USBFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 1 contract
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSthe Agent's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust and the Adviser harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust or the Adviser may sustain or incur or which may be asserted against the Trust or the Adviser by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS . FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or employer, and agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fundseries of the Trust, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Performance of Service; Limitation of Liability. A. PFS FTC shall exercise reasonable care its best efforts in the performance of its duties under this Agreement. PFS FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFTC's control, except a loss arising out of or relating to PFSresulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FTC may sustain or incur or which may be asserted against PFS FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FTC by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FTC and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond FTC's control. FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FTC. FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect FTC's premises and operating capabilities at any time during regular business hours of FTC, upon reasonable notice to FTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the Trust may be asked to indemnify or hold FTC harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that FTC will use all reasonable care to notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust. The Trust shall have the option to defend FTC against any claim which may be the subject of this indemnification. In the event that the Trust so elects, it will so notify FTC and thereupon the Trust shall take over complete defense of the claim, and FTC shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. FTC shall in no case confess any claim or make any compromise in any case in which the Trust will be asked to indemnify FTC except with the Trust's prior written consent.
C. FTC shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FTC as a result of PFSFTC's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that the D. These indemnification provisions contained in this section shall apply, it is understood that if in any case survive the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject termination of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consentAgreement.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Lou Holland Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust a Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a for such an error, mistake or loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this AgreementAgreement (other than Section 3 above), if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust IAI shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunderhereunder (i) in accordance with the foregoing standards, except for or (ii) in reliance upon any written or oral instruction provided to FMFS by any duly authorized officer of the Fund or IAI, such duly authorized officer to be included in a list of authorized officers furnished to FMFS. This indemnification and hold harmless obligation shall not extend to any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust IAI harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust IAI may sustain or incur or which may be asserted against the Trust IAI by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFS's FMFS"s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In Regardless of the event of a mechanical breakdown or failure of communication or power supplies beyond its controlabove, PFS shall take all reasonable steps FMFS reserves the right to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data reprocess and correct any administrative errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFSits own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Iai Investment Funds Vi Inc)
Performance of Service; Limitation of Liability. A. PFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's control, except a loss arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS may sustain or incur or which may be asserted against PFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS as a result of PFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee 4. against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Dollar Strategy Global Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company or the Advisor in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company and/or the Advisor shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCompany or the Advisor, such duly authorized officer to be included in a list of authorized officers furnished to PFS and FMFS, as amended from time to time time, in writing by resolution of the Board of Trustees Directors of the TrustCompany or the Advisor, respectively. PFS FMFS shall indemnify and hold the Trust Company and the Advisor harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company or Advisor may sustain or incur or which may be asserted against the Trust Company or Advisor by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFMFS's premises and operating capabilities facilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee indemnitee(s) harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee indemnitee(s) will use all reasonable care to notify the indemnitor promptly concerning any situation which that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee indemnitee(s) against any claim which that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee indemnitee(s) and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee indemnitee(s) shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Except with the indemnitor's prior written consent, Indemnitee(s) shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consentindemnitee(s).
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Accounting Servicing Agreement (Baird Funds Inc)
Performance of Service; Limitation of Liability. A. PFS Firstar shall exercise reasonable care in the performance of its duties under this Agreement. PFS Firstar shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFirstar's control, except a loss arising out of or relating to PFSresulting from Firstar's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS Firstar from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS Firstar may sustain or incur or which may be asserted against PFS Firstar by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) except as provided in accordance with the foregoing standardsfirst two sentences of this paragraph, or (ii) in reliance upon any written or oral instruction for a proper corporate purpose provided to PFS Firstar by any duly authorized officer of the TrustCompany not employed by Firstar or any of its affiliates, such duly authorized officer to be included in a list of authorized officers furnished to PFS Firstar and as amended from time to time in writing by resolution of the Board of Trustees of the TrustCompany. PFS Firstar shall indemnify and hold the Trust Company, each controlling person of the Company and their respective directors, trustees and officers (each a "Firstar Indemnitee") harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust such Firstar Indemnitee may sustain or incur or which may be asserted against the Trust such Firstar Indemnitee by any person arising out of any action taken or omitted to be taken by PFS Firstar as a result of PFSFirstar's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS Firstar shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFirstar's control. PFS Firstar will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFirstar. PFS Firstar agrees that it shall, at all times, have reasonable and tested contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFirstar's premises and operating capabilities at any time during regular business hours of PFSFirstar, upon reasonable notice to PFSFirstar. Regardless of the above, Firstar reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnificationindemnification if it acknowledges such responsibility for such claim. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation (i) initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case section and (ii) not confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice . The trustees and shareholders of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust Company shall not be personally liable for any of the Trust and agrees that obligations assumed by of the Trust pursuant to Fund or the Company under this Agreement shall be limited or in all cases to the Trust and its assets, and if the liability relates to one connection with any matter arising under or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trustin connection with this Agreement.
Appears in 1 contract
Samples: Fund Accounting Servicing Agreement (Legacy Funds Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust and the Adviser harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust or the Adviser may sustain or incur or which may be asserted against the Trust or the Adviser by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or and agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fundseries of the Trust, nor from any Trustee, officer, employee employer or agent of the Trust.
Appears in 1 contract
Performance of Service; Limitation of Liability. A. PFS Firstar shall exercise reasonable care in the performance of its duties under this Agreement. PFS Firstar shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFirstar's control, except a loss arising out of or relating to PFSresulting from Firstar's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS Firstar from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS Firstar may sustain or incur or which may be asserted against PFS Firstar by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) except as provided in accordance with the foregoing standardsfirst two sentences of this paragraph, or (ii) in reliance upon any written or oral instruction for a proper corporate purpose provided to PFS Firstar by any duly authorized officer of the TrustCompany not employed by Firstar or any of its affiliates, such duly authorized officer to be included in a list of authorized officers furnished to PFS Firstar and as amended from time to time in writing by resolution of the Board of Trustees of the TrustCompany. PFS Firstar shall indemnify and hold the Trust Company, each controlling person of the Company and their respective directors, trustees and officers (each a "Firstar Indemnitee") harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust such Firstar Indemnitee may sustain or incur or which may be asserted against the Trust such Firstar Indemnitee by any person arising out of any action taken or omitted to be taken by PFS Firstar as a result of PFSFirstar's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS Firstar shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFirstar's control. PFS Firstar will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFirstar. PFS Firstar agrees that it shall, at all times, have reasonable and tested contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFirstar's premises and operating capabilities at any time during regular business hours of PFSFirstar, upon reasonable notice to PFSFirstar. Regardless of the above, Firstar reserves the right to reprocess and correct administrative errors at its own expense. The trustees and shareholders of the Company shall not be personally liable for any of the obligations of the Fund or the Company under this Agreement or in connection with any matter arising under or in connection with this Agreement.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnificationindemnification if it acknowledges its responsibility for such claim. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation (i) initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case section and (ii) not confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Legacy Funds Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust a Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a for such an error, mistake or loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this AgreementAgreement (other than Section 3 above), if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust IAI shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, xxxxxx expenses, and liabilities arising out of or relating to FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under thi Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to FMFS by any duly authorized officer of the Fund or IAI, such duly authorized officer to be included in a list of authorized officers furnished to FMFS and as amended from time to time in writing by resolution of the Board of Directors of the Company. This indemnification and hold harmless obligation shall not extend to any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust IAI harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust IAI may sustain or incur or which may be asserted against the Trust IAI by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In Regardless of the event of a mechanical breakdown or failure of communication or power supplies beyond its controlabove, PFS shall take all reasonable steps FMFS reserves the right to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data reprocess and correct any administrative errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFSits own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Iai Investment Funds Vi Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnitee shall in no case confess onfess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Declaration of Trust Instrument of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 1 contract
Samples: Fund Accounting Servicing Agreement (Arbitrage Funds)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFS's the refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, losses expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS The Company will indemnify and hold FMFS harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit as a result of the negligence of the Company or the principal underwriter (unless contributed to by FMFS breach of this Agreement or other Agreements between the Fund and FMFS, or FMFS own negligence or bad faith); or as a result of FMFS acting upon telephone instructions relating to the exchange or redemption of shares received by FMFS and reasonably believed by FMFS under a standard of care customarily used in the industry to have originated from the record owner of the subject shares; or as a result of acting in reliance upon any genuine instrument or stock certificate signed, countersigned, or executed by any person or persons authorized to sign, countersign, or execute the same. FMFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Transfer Agent Servicing Agreement (American Eagle Funds Inc)
Performance of Service; Limitation of Liability. A. PFS FTC shall exercise reasonable care in the performance of its duties under this AgreementAgreement and shall comply in all material respects with all applicable laws and regulations. PFS FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFTC's control, except a loss arising out of or relating to PFSresulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance or non-performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' feesfees ("Losses") which PFS FTC may sustain or incur or which may be asserted against PFS FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for and against any and all claims, demands, losses, expenses, Losses resulting from FTC's reasonable and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in good faith reliance upon any written or oral instruction provided to PFS FTC by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FTC and as amended from time to time in writing by resolution of the Board of Trustees Directors of the Trust. PFS ; provided that this indemnification provision shall indemnify and hold the Trust harmless from and against not apply to any and all claimsclaim, demandsdemand, lossesloss, expensesexpense, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS as liability that is a result of PFSFTC's refusal or failure to comply with the terms of this Agreementwillful misfeasance, its bad faith, negligenceor negligence in the performance of its duties hereunder, or willful misconductFTC's reckless disregard of its obligations and duties under this Agreement. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FTC shall promptly take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFTC's control. PFS FTC will make every reasonable effort promptly to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFTC. PFS FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFTC's premises and operating capabilities at any time during regular business hours of PFSFTC, upon reasonable notice to PFSFTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense; provided that FTC provides notice to the Trust of all such errors, other than de minimus errors, and its intent to reprocess and correct such errors, and the Trust provides its prior approval in writing.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case a party to this Agreement (the indemnitor "Indemnifying Party") may be asked to indemnify or hold the indemnitee other party (the "Indemnified Party") harmless, the indemnitor Indemnifying Party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee Indemnified Party will use all reasonable care to notify the indemnitor Indemnifying Party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnificationindemnification against the Indemnifying Party. The indemnitor Indemnifying Party shall have the option to defend the indemnitee Indemnifying Party against any claim which may be the subject of this indemnification. In the event that the indemnitor Indemnifying Party so elects, it will so notify the indemnitee Indemnified Party and thereupon the indemnitor Indemnifying Party shall take over complete defense of the claim, and the indemnitee Indemnified Party shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee Indemnified Party shall in no case confess any claim or make any compromise in any case in which the indemnitor Indemnifying Party will be asked to indemnify the indemnitee Indemnified Party except with the indemnitorIndemnifying Party's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of FTC shall indemnify and hold the Trust and agrees that obligations assumed by the Fund, and the Trust's trustees, officers, and agents, harmless from and against any and all Losses which the Trust pursuant to this Agreement shall or the Fund may sustain or incur or which may be limited in all cases to asserted against the Trust and its assets, and if or the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction Fund by any person arising out of any such obligation from any shareholder action taken or omitted to be taken by FTC as a result of a FundFTC's refusal or failure to comply with the terms of this Agreement, nor from any Trusteeits bad faith, officernegligence, employee willful misconduct, or agent violation of the Trustapplicable laws or regulations.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Berkeley Capital Management Funds)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Advisor or the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Advisor shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust the Advisor shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Declaration of Trust Instrument of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Ips Funds)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Corporation in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFS's the FMFS' refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Corporation shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCorporation, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time and furnished to FMFS in writing by resolution the Secretary or other appropriate officer of the Board of Trustees of the Trust. PFS Corporation.
B. FMFS shall indemnify and hold the Trust Corporation harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Corporation may sustain or incur or which may be asserted against the Trust Corporation by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Corporation shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. C. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Transfer Agent Servicing Agreement (Dow Target Variable Fund LLC)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.for
Appears in 1 contract
Samples: Fund Accounting Servicing Agreement (Zacks Series Trust)
Performance of Service; Limitation of Liability. A. PFS FTC shall exercise reasonable care in the performance of its duties under this Agreement. PFS FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Funds in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFTC's control, except a loss arising out of or relating to PFSresulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Funds shall indemnify and hold harmless PFS FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FTC may sustain or incur or which may be asserted against PFS FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FTC by any duly authorized officer of the TrustFunds, such duly authorized officer to be included in a list of authorized officers furnished to PFS FTC and as amended from time to time in writing by resolution of the Board of Trustees of the TrustFunds. PFS In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond FTC's control. FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FTC. FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Funds shall be entitled to inspect FTC's premises and operating capabilities at any time during regular business hours of FTC, upon reasonable notice to FTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the Funds may be asked to indemnify or hold FTC harmless, the Funds shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that FTC will use all reasonable care to notify the Funds promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Funds. The Funds shall have the option to defend FTC against any claim which may be the subject of this indemnification. In the event that the Funds so elects, it will so notify FTC and thereupon the Funds shall take over complete defense of the claim, and FTC shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. FTC shall in no case confess any claim or make any compromise in any case in which the Funds will be asked to indemnify FTC except with the Funds' prior written consent.
C. FTC shall indemnify and hold the Trust Funds harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust Funds by any person arising out of any action taken or omitted to be taken by PFS FTC as a result of PFSFTC's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Ramirez Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS FMFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent shareholder liability as set forth in the Declaration of Trust Instrument of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Fundsseries, the obligations hereunder shall be limited to the respective assets of such Fundseries. PFS FMFS further agrees that it shall not seek satisfaction of any such obligation from the shareholder or any individual shareholder of a Fundseries of the Trust, nor from the Trustees or any Trustee, officer, employee or agent individual Trustee of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Cullen Funds Trust)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFMFS's control, except a loss arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Funds shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFSFMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS FMFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFSFMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFSFMFS's control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Funds shall be entitled to inspect PFSFMFS's premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFSFMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim claim, which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (American Eagle Funds Inc)
Performance of Service; Limitation of Liability. A. PFS FTC shall exercise reasonable care in the performance of its duties under this Agreement. PFS FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFSFTC's control, except a loss arising out of or relating to PFSresulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FTC may sustain or incur or which may be asserted against PFS FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FTC by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FTC and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond FTC's control. FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FTC. FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Company shall be entitled to inspect FTC's premises and operating capabilities at any time during regular business hours of FTC, upon reasonable notice to FTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the Company may be asked to indemnify or hold FTC harmless, the Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that FTC will use all reasonable care to notify the Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Company. The Company shall have the option to defend FTC against any claim which may be the subject of this indemnification. In the event that the Company so elects, it will so notify FTC and thereupon the Company shall take over complete defense of the claim, and FTC shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. FTC shall in no case confess any claim or make any compromise in any case in which the Company will be asked to indemnify FTC except with the Company's prior written consent.
C. FTC shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FTC as a result of PFSFTC's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Amquest Matrix Funds Inc)
Performance of Service; Limitation of Liability. A. PFS FMFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS FMFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's FTC_s control, except a loss arising out of or relating to PFSresulting from the Agent's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust Company shall indemnify and hold harmless PFS FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS FMFS may sustain or incur or which may be asserted against PFS FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS FMFS by any duly authorized officer of the TrustCompany, such duly authorized officer to be included in a list of authorized officers furnished to PFS FMFS and as amended from time to time in writing by resolution of the Board of Trustees Directors of the TrustCompany. PFS FMFS shall indemnify and hold the Trust Company harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust Company may sustain or incur or which may be asserted against the Trust Company by any person arising out of any action taken or omitted to be taken by PFS FMFS as a result of PFS's FTC_s refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's FTC_s control. PFS FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFSFMFS. PFS FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Company shall be entitled to inspect PFS's FTC_s premises and operating capabilities at any time during regular business hours of PFSFMFS, upon reasonable notice to PFS.
B. FMFS. Regardless of the above, FMFS reserves the right to reprocess and correct administrative errors at its own expense. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's indemnitor_s prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Appears in 1 contract
Samples: Transfer Agency Agreement (Texas Capital Value Funds Inc)