Common use of Responsibility of ADM Clause in Contracts

Responsibility of ADM. In the performance of its duties hereunder, ADM shall be obligated to exercise care and diligence and to act in good faith and to use its best efforts within reasonable limits to insure the accuracy and completeness of all services performed under this Agreement. ADM and the affiliates and agents of ADM shall not be responsible for or liable for any taxes, assessments, penalties, fines or other governmental charges of whatever description which may be levied or assessed on any basis whatsoever in connection with withholding of amounts, verifying or providing taxpayer identification numbers or otherwise under applicable tax laws and preparing and filing of tax forms, excepting only for taxes assessed on the basis of its compensation hereunder, provided that ADM exercises the care and diligence required by this Agreement, and in the case of its responsibilities for backup withholding, verifying or providing taxpayer identification numbers or otherwise, as to any shareholder from whom such withholding is required, it withholds the necessary amount and attempts with reasonable frequency, but no less often than once a calendar quarter, to obtain the necessary information from the shareholder until withholding is no longer required. ADM and the affiliates and agents of ADM shall not be responsible or liable for the actions, inactions, or any losses or damages caused by any such actions or inactions of any agents, brokers or others who are specifically selected by the Fund in writing.

Responsibility of ADM. In the performance of its duties hereunder, ADM shall be obligated to exercise care and diligence and to act in good faith and to use its best efforts within reasonable limits to insure the accuracy and completeness of all services performed under this Agreement. ADM and the affiliates and agents of ADM shall not be responsible for or liable for any taxes, assessments, penalties, fines or other governmental charges of whatever description which may be levied or assessed on any basis whatsoever in connection with withholding of amounts, verifying or providing taxpayer identification numbers or otherwise under applicable tax laws and preparing and filing of tax forms, excepting only for taxes assessed on the basis of its compensation hereunder, provided that ADM exercises the care and diligence required by this Agreement, and in the case of its responsibilities for backup withholding, verifying or providing taxpayer identification numbers or otherwise, as to any shareholder from whom such withholding is required, it withholds the necessary amount and attempts with reasonable frequency, but no less often than once a calendar quarter, to obtain the necessary information from the shareholder until withholding is no longer required. ADM and the affiliates and agents of ADM shall not be responsible or liable for the actions, inactions, or any losses or damages caused by any such actions or inactions of any agents, brokers or others who are specifically selected by the Fund Trust in writing.