Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission "Nonpublic Personal Information" includes (1) all personally identifiable financial information; (2) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom. (2) The Transfer Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent as set forth in this Agreement, and agrees to cause the Transfer Agent, and its employees, agents, representatives, or any other party to whom the Transfer Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose. (3) The Transfer Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the Company; the Transfer Agent further agrees to cause all its agents, representatives, subcontractors, or any other party to whom the Transfer Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph. (4) With respect only to the provisions of this Section 6(b), the Transfer Agent agrees to indemnify and hold harmless the Company, and any officer or director of the Company, against losses, claims, damages, expenses, or liabilities to which the Company, or any officer or director of the Company, may become subject as the result of (1) a material breach of the provisions of this section of the Agreement or (2) any acts or omissions of the Transfer Agent, or of any of its officers, directors, employees, or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 23 contracts
Samples: Transfer Agency Agreement (Axp Bond Fund Inc), Transfer Agency Agreement (Axp Stock Fund Inc), Transfer Agency Agreement (Axp Extra Income Fund Inc/Mn)
Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission Commission, "Nonpublic Personal Information" includes (1) all personally identifiable financial information; (2) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent as set forth in this Agreement, and agrees to cause the Transfer Agent, and its employees, agents, representatives, or any other party to whom the Transfer Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the CompanyFund; the Transfer Agent further agrees to cause all its agents, representatives, subcontractorsSubcontractors, or any other party to whom the Transfer Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the Transfer Agent agrees to indemnify and hold harmless the Company, Fund and any officer or director director/trustee of the CompanyBoard ("Board member"), against losses, claims, damages, expenses, or liabilities to which the CompanyFund, or any officer or director Board member of the CompanyFund, may become subject as the result of (1) a material breach of the provisions of this section of the Agreement or (2) any acts or omissions of the Transfer Agent, or of any of its officers, directors, employees, representatives, Subcontractors or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 16 contracts
Samples: Transfer Agent Agreement (Riversource Series Trust), Transfer Agency Agreement (Riversource Selected Series, Inc.), Transfer Agent Agreement (Riversource Diversified Income Series Inc)
Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission Commission, "Nonpublic Personal Information" includes (1) all personally identifiable financial information; (2) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent as set forth in this Agreement, and agrees to cause the Transfer Agent, and its employees, agents, representatives, or any other party to whom the Transfer Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the CompanyFunds; the Transfer Agent further agrees to cause all its agents, representatives, subcontractors, or any other party to whom the Transfer Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the Transfer Agent agrees to indemnify and hold harmless the CompanyCorporation and/or the Funds, and any officer or director of the CompanyCorporation, against losses, claims, damages, expenses, or liabilities to which the CompanyCorporation and/or the Funds, or any officer or director of the CompanyCorporation, may become subject as the result of (1) a material breach of the provisions of this section of the Agreement or (2) any acts or omissions of the Transfer Agent, or of any of its officers, directors, employees, or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 14 contracts
Samples: Transfer Agency Agreement (Axp Market Advantage Series Inc), Transfer Agency Agreement (Axp Market Advantage Series Inc), Transfer Agency Agreement (Axp Government Income Series Inc)
Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission Commission, "Nonpublic Personal Information" includes (1) all personally identifiable financial information; (2) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent as set forth in this Agreement, and agrees to cause the Transfer Agent, and its employees, agents, representatives, or any other party to whom the Transfer Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the CompanyFund; the Transfer Agent further agrees to cause all its agents, representatives, subcontractors, or any other party to whom the Transfer Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the Transfer Agent agrees to indemnify and hold harmless the CompanyCorporation and/or the Fund, and any officer or director of the CompanyCorporation, against losses, claims, damages, expenses, or liabilities to which the CompanyCorporation and/or the Fund, or any officer or director of the CompanyCorporation, may become subject as the result of (1) a material breach of the provisions of this section of the Agreement or (2) any acts or omissions of the Transfer Agent, or of any of its officers, directors, employees, or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 14 contracts
Samples: Transfer Agency Agreement (Axp High Yield Tax-Exempt Series Inc), Transfer Agency Agreement (Axp Discovery Series Inc), Transfer Agency Agreement (Axp Fixed Income Series Inc)
Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission "Nonpublic Personal Information" includes (1) all personally identifiable financial information; (2) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent as set forth in this Agreement, and agrees to cause the Transfer Agent, and its employees, agents, representatives, or any other party to whom the Transfer Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the CompanyFund; the Transfer Agent further agrees to cause all its agents, representatives, subcontractors, or any other party to whom the Transfer Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the Transfer Agent agrees to indemnify and hold harmless the CompanyCorporation and/or the Fund, and any officer or director of the CompanyCorporation, against losses, claims, damages, expenses, or liabilities to which the CompanyCorporation and/or the Fund, or any officer or director of the CompanyCorporation, may become subject as the result of (1) a material breach of the provisions of this section of the Agreement or (2) any acts or omissions of the Transfer Agent, or of any of its officers, directors, employees, or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 6 contracts
Samples: Transfer Agency Agreement (Axp Sector Series Inc), Transfer Agency Agreement (Axp Federal Income Fund Inc /Mn/), Transfer Agency Agreement (Axp Growth Series Inc/Mn)
Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission "Nonpublic Personal Information" includes (1) all personally identifiable financial information; (2) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent as set forth in this Agreement, and agrees to cause the Transfer Agent, and its employees, agents, representatives, or any other party to whom the Transfer Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the CompanyFund; the Transfer Agent further agrees to cause all its agents, representatives, subcontractors, or any other party to whom the Transfer Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the Transfer Agent agrees to indemnify and hold harmless the CompanyFund and/or the Fund, and any officer or director of the CompanyFund, against losses, claims, damages, expenses, or liabilities to which the CompanyFund and/or the Fund, or any officer or director of the CompanyFund, may become subject as the result of (1) a material breach of the provisions of this section of the Agreement or (2) any acts or omissions of the Transfer Agent, or of any of its officers, directors, employees, or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 3 contracts
Samples: Transfer Agency Agreement (Axp Stock Series Inc), Transfer Agency Agreement (Axp Discovery Series Inc), Transfer Agency Agreement (Axp Dimensions Series Inc)
Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission Commission, "Nonpublic Personal Information" includes (1) all personally identifiable financial information; (2) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent as set forth in this Agreement, and agrees to cause the Transfer Agent, and its employees, agents, representatives, or any other party to whom the Transfer Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the Companycertificate owner ; the Transfer Agent further agrees to cause all its agents, representatives, subcontractors, or any other party to whom the Transfer Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the Transfer Agent agrees to indemnify and hold harmless the Company, and any officer or director of the Company, against losses, claims, damages, expenses, or liabilities to which the CompanyCompany , or any officer or director of the Company, may become subject as the result of (1) a material breach of the provisions of this section of the Agreement or (2) any acts or omissions of the Transfer Agent, or of any of its officers, directors, employees, or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 2 contracts
Samples: Transfer Agency Agreement (American Express Certificate Co), Transfer Agent Agreement (Ameriprise Certificate Co)
Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission "Commission, “Nonpublic Personal Information" ” includes (1) all personally identifiable financial information; (2) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom.
(2) The Transfer Service Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Service Agent as set forth in this Agreement, and agrees to cause the Transfer Service Agent, and its employees, agents, representatives, or any other party to whom the Transfer Service Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3) The Transfer Service Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the CompanyFund; the Transfer Service Agent further agrees to cause all its agents, representatives, subcontractorsSubcontractors, or any other party to whom the Transfer Service Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the Transfer The Service Agent agrees to indemnify and hold harmless the Company, Fund and any officer or director director/trustee of the CompanyBoard (“Board member”), against losses, claims, damages, expenses, or liabilities to which the CompanyFund, or any officer or director Board member of the CompanyFund, may become subject as the result of (1) a material breach of the provisions of this section Section 6(b) of the Agreement or (2) with respect to the provisions of this Section 6(b) only, any acts or omissions of the Transfer Service Agent, or of any of its officers, directors, employees, representatives, Subcontractors or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 2 contracts
Samples: Stockholder Service Agent Agreement (Tri-Continental Corp), Stockholder Service Agent Agreement (Tri-Continental Corp)
Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission "Nonpublic Personal Information" includes (1) all personally identifiable financial information; (2) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent as set forth in this Agreement, and agrees to cause the Transfer Agent, and its employees, agents, representatives, or any other party to whom the Transfer Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the CompanyFunds; the Transfer Agent further agrees to cause all its agents, representatives, subcontractors, or any other party to whom the Transfer Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the Transfer Agent agrees to indemnify and hold harmless the CompanyCorporation and/or the Funds, and any officer or director of the CompanyCorporation, against losses, claims, damages, expenses, or liabilities to which the CompanyCorporation and/or the Funds, or any officer or director of the CompanyCorporation, may become subject as the result of (1) a material breach of the provisions of this section of the Agreement or (2) any acts or omissions of the Transfer Agent, or of any of its officers, directors, employees, or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 2 contracts
Samples: Transfer Agency Agreement (Axp Partners Series Inc), Transfer Agency Agreement (Axp Partners International Series Inc)
Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission Commission, "Nonpublic Personal Information" includes (1) all personally identifiable financial information; (2) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent as set forth in this Agreement, and agrees to cause the Transfer Agent, and its employees, agents, representatives, or any other party to whom the Transfer Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the CompanyFund; the Transfer Agent further agrees to cause all its agents, representatives, subcontractors, or any other party to whom the Transfer Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the Transfer Agent agrees to indemnify and hold harmless the CompanyTrust and/or the Fund, and any officer or director trustee of the CompanyTrust, against losses, claims, damages, expenses, or liabilities to which the CompanyTrust and/or the Fund, or any officer or director trustee of the CompanyTrust, may become subject as the result of (1) a material breach of the provisions of this section of the Agreement or (2) any acts or omissions of the Transfer Agent, or of any of its officers, directors, employees, or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 1 contract
Samples: Transfer Agency Agreement (Axp California Tax-Exempt Trust)
Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission "Commission, “Nonpublic Personal Information" includes ” includes: (1) all personally identifiable financial information; (2) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent as set forth in this Agreement, and agrees to cause the Transfer Agent, and its employees, agents, representatives, or any other party to whom the Transfer Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the CompanyFunds; the Transfer Agent further agrees to cause all its agents, representatives, subcontractors, or any other party to whom the Transfer Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the Transfer Agent agrees to indemnify and hold harmless the Company, Fund and any officer or director of the Company, Board of the Fund (“Board member”) against losses, claims, damages, expenses, or liabilities to which the CompanyFund, or any officer or director Board member of the CompanyFund, may become subject as the result of of: (1) a material breach of the provisions of this section of the Agreement Agreement, or (2) any acts or omissions of the Transfer Agent, or of any of its officers, directors, employees, or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 1 contract
Samples: Transfer Agency and Servicing Agreement (Seligman Portfolios Inc/Ny)
Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission "Commission, “Nonpublic Personal Information" ” includes (1) all personally identifiable financial information; (2) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent as set forth in this Agreement, and agrees to cause the Transfer Agent, and its employees, agents, representatives, or any other party to whom the Transfer Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the CompanyFund; the Transfer Agent further agrees to cause all its agents, representatives, subcontractorsSubcontractors, or any other party to whom the Transfer Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the Transfer Agent agrees to indemnify and hold harmless the Company, Fund and any officer or director director/trustee of the CompanyBoard (“Board member”), against losses, claims, damages, expenses, or liabilities to which the CompanyFund, or any officer or director Board member of the CompanyFund, may become subject as the result of (1) a material breach of the provisions of this section of the Agreement or (2) any acts or omissions of the Transfer Agent, or of any of its officers, directors, employees, representatives, Subcontractors or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 1 contract
Samples: Transfer Agent Agreement (Seligman Capital Fund Inc)
Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission Commission, "Nonpublic Personal Information" includes (1i) all personally identifiable financial information; (2ii) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3iii) any information derived therefrom.
(2) The Transfer Agent parties must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent them as set forth in this Agreement, and agrees agree to cause the Transfer Agentparties, and its their employees, agents, representatives, or any other party to whom the Transfer Agent they may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3) The Transfer Agent agrees parties agree to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the Companycontract owner; the Transfer Agent parties further agrees agree to cause all its their agents, representatives, subcontractors, or any other party to whom the Transfer Agent they may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b1.03(b), the Transfer Agent agrees parties agree to indemnify and hold harmless the CompanyFunds, and any officer or director of the CompanyFunds, against losses, claims, damages, expenses, or liabilities to which the CompanyFunds, or any officer or director of the CompanyFunds, may become subject as the result of (1i) a material breach of the provisions of this section of the Agreement or (2ii) any acts or omissions of the Transfer Agentparties, or of any of its their officers, directors, employees, or agents, that are not substantially in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall xxxx be entitled to indemnification pursuant to this Section 6(b)(41.03(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 1 contract
Samples: Gross Administrative Charge Agreement (Ids Life Insurance Co)
Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission "Nonpublic Personal Information" includes (1) all personally identifiable financial information; (2) any list, list description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent as set forth in this Agreement, and agrees to cause the Transfer Agent, Agent and its employees, agents, representatives, or any other party to whom the Transfer Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the Company; the Transfer Agent further agrees to cause all its agents, representatives, subcontractors, or any other party to whom the Transfer Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the Transfer Agent agrees to indemnify and hold harmless the Company, and any officer or director of the Company, against losses, claims, damages, expenses, or liabilities to which the Company, or any officer or director of the Company, may become subject as the result of (1) a material breach of the provisions of this section of the Agreement or (2) any acts or omissions of the Transfer Agent, or of any of its officers, directors, employees, or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 1 contract
Regulation S-P. (1a) In accordance with Regulation S-P of the Securities and Exchange Commission Commission, "Nonpublic Personal Information" includes (1i) all personally identifiable financial information; (2ii) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3iii) any information derived therefrom.
(2b) The Transfer Agent parties must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent them as set forth in this Agreement, and agrees agree to cause the Transfer Agent, parties and its their employees, agents, representatives, or any other party to whom the Transfer Agent they may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3c) The Transfer Agent agrees parties agree to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the Companycontract owner; the Transfer Agent parties further agrees agree to cause all its their agents, representatives, subcontractors, or any other party to whom the Transfer Agent they may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4d) With respect only to the provisions of this Section 6(b1.03(2), the Transfer Agent agrees parties agree to indemnify and hold harmless the CompanyFunds, and any officer or director of the CompanyFunds, against losses, claims, damages, expenses, or liabilities to which the CompanyFunds, or any officer or director of the CompanyFunds, may become subject as the result of (1i) a material breach of the provisions of this section of the Agreement or (2ii) any acts or omissions of the Transfer Agentparties, or of any of its their officers, directors, employees, or agents, that are not substantially in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall will be entitled to indemnification pursuant to this Section 6(b)(41.03(2)(d) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 1 contract
Samples: Management, Service & Marketing Support Agreement (Riversource Life Insurance Co)
Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission Commission, "Nonpublic Personal Information" includes (1) all personally identifiable financial information; (2) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent as set forth in this Agreement, and agrees to cause the Transfer Agent, and its employees, agents, representatives, or any other party to whom the Transfer Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the CompanyFunds; the Transfer Agent further agrees to cause all its agents, representatives, subcontractors, or any other party to whom the Transfer Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the Transfer Agent agrees to indemnify and hold harmless the CompanyTrust and/or the Funds, and any officer or director trustee of the CompanyTrust, against losses, claims, damages, expenses, or liabilities to which the CompanyTrust and/or the Funds, or any officer or director trustee of the CompanyTrust, may become subject as the result of (1) a material breach of the provisions of this section of the Agreement or (2) any acts or omissions of the Transfer Agent, or of any of its officers, directors, employees, or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 1 contract
Samples: Transfer Agency Agreement (Axp Special Tax-Exempt Series Trust)
Regulation S-P. (1a) In accordance with Regulation S-P of the Securities and Exchange Commission "Commission, “Nonpublic Personal Information" ” includes (1i) all personally identifiable financial information; (2ii) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3iii) any information derived therefrom.
(2b) The Transfer Agent parties must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent them as set forth in this Agreement, and agrees agree to cause the Transfer Agent, parties and its their employees, agents, representatives, or any other party to whom the Transfer Agent they may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3c) The Transfer Agent agrees parties agree to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the Companycontract owner or policy holder; the Transfer Agent parties further agrees agree to cause all its their agents, representatives, subcontractors, or any other party to whom the Transfer Agent they may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4d) With respect only to the provisions of this Section 6(b1.03(2), the Transfer Agent agrees parties agree to indemnify and hold harmless the CompanyFunds, and any officer or director of the CompanyFunds, against losses, claims, damages, expenses, or liabilities to which the CompanyFunds, or any officer or director of the CompanyFunds, may become subject as the result of (1i) a material breach of the provisions of this section of the Agreement or (2ii) any acts or omissions of the Transfer Agentparties, or of any of its their officers, directors, employees, or agents, that are not substantially in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall will be entitled to indemnification pursuant to this Section 6(b)(41.03(2)(d) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 1 contract
Samples: Management, Service & Marketing Support Agreement (Riversource Life Insurance Co)
Regulation S-P. (1) In accordance with Regulation S-P of the Securities and Exchange Commission "Nonpublic Personal Information" includes (1) all personally identifiable financial information; (2) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent as set forth in this Agreement, and agrees to cause the Transfer Agent, and its employees, agents, representatives, or any other party to whom the Transfer Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal Information, to protect such information against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to, or use of, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the CompanyFund; the Transfer Agent further agrees to cause all its agents, representatives, subcontractors, or any other party to whom the Transfer Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the Transfer Agent agrees to indemnify and hold harmless the CompanyCorporation and/or the Funds, and any officer or director of the CompanyCorporation, against losses, claims, damages, expenses, or liabilities to which the CompanyCorporation and/or the Funds, or any officer or director of the CompanyCorporation, may become subject as the result of (1) a material breach of the provisions of this section of the Agreement or (2) any acts or omissions of the Transfer Agent, or of any of its officers, directors, employees, or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.
Appears in 1 contract
Samples: Transfer Agency Agreement (Axp Partners Series Inc)