Common use of STANDARD OF CARE AS TO ALL SERVICES Clause in Contracts

STANDARD OF CARE AS TO ALL SERVICES. The Agent shall at all times use reasonable care, due diligence and act in good faith in performing the Transfer Agent Services under this Agreement. The Agent shall provide its Transfer Agent Services as Transfer Agent in accordance with Section 17A of the 1934 Act, and the rules and regulations thereunder. In the absence of bad faith, willful misconduct, knowing violations of Applicable Law pertaining to the manner in which Transfer Agency Services are to be performed by the Agent (excluding any violations arising directly or indirectly out of the actions or omissions to act of third parties unaffiliated with the Agent), reckless disregard of the performance of its duties, or negligence on its part, the Agent shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. For those activities or actions delineated in the Operating Procedures, the Agent shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Operating Procedures, or for any deviation therefrom approved by the Funds in advance in writing (email or facsimile permitted). Notwithstanding anything in this Agreement to the contrary, the Agent’s responsibility to perform or provide any Service enumerated in this Agreement does not commence until the Data, Communications, Inbound Communication, Instructions, Orders and Transactions, and any Records attached or contained in any of the foregoing, is received at the Agent Facilities in sufficient condition for use by the Agent.

STANDARD OF CARE AS TO ALL SERVICES. The Agent shall at all times use reasonable care, due diligence and act in good faith in performing the Transfer Agent Services under this Agreement. The Agent shall provide its Transfer Agent Services as Transfer Agent in accordance with Section 17A of the 1934 Act, and the rules and regulations thereunder. In the absence of bad faith, willful misconduct, knowing violations of Applicable Law pertaining to the manner in which Transfer Agency Services are to be performed by the Agent (excluding any violations arising directly or indirectly out of the actions or omissions to act of third parties unaffiliated with the Agent), reckless disregard of the performance of its duties, or negligence on its part, the Agent shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. For those activities or actions delineated in the Operating Procedures, the Agent shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Operating Procedures, or for any deviation therefrom approved by the Funds in advance in writing (email or facsimile permitted). Notwithstanding anything in this Agreement to the contrary, the Agent’s 's responsibility to perform or provide any Service enumerated in this Agreement does not commence until the Data, Communications, Inbound Communication, Instructions, Orders and Transactions, and any Records attached or contained in any of the foregoing, is received at the Agent Facilities in sufficient condition for use by the Agent.