Common use of Standard of Care; Indemnification Clause in Contracts

Standard of Care; Indemnification. (a) The Custodian shall be responsible for the performance of only such duties as are set forth in this Agreement or contained in Authorized Instructions given to the Custodian which are not contrary to the provisions of any relevant law or regulation. The Custodian shall be liable to the Client for any loss, liability or expense incurred by the Client in connection with this Agreement to the extent that any such loss, liability or expense results from the negligence or willful misconduct of the Custodian or any Subcustodian; provided, however that neither the Custodian nor any Subcustodian shall be liable to the Client for any indirect, special or consequential damages. (b) The Client acknowledges that the Property may be physically held outside the United States. The Custodian shall not be liable for any loss, liability or expense resulting from events beyond the reasonable control of the Custodian, including, but not limited to, force majeure. (c) In addition, the Client shall indemnify the Custodian and Subcustodians and any nominee for, and hold each of them harmless from, any liability, loss or expense (including attorneys' fees and disbursements) incurred in connection with this Agreement, including without limitation, (i) as a result of the Custodian having acted or relied upon any Authorized Instructions or (ii) arising out of any such person acting as a nominee or holder of record of Securities.

Standard of Care; Indemnification. (a) The Except as otherwise expressly provided herein, the Custodian shall not be responsible liable for any costs, expenses, damages, liabilities or claims, including reasonable attorneys’ fees (“Losses”) incurred by or asserted against the performance Customer or the Agent, except those Losses arising out of only such duties as are set forth in this Agreement the negligence or contained in Authorized Instructions given to willful misconduct of the Custodian which are not contrary to the provisions of any relevant law or regulationCustodian. The Custodian shall have no liability whatsoever for the action or inaction of any Depository. In no event shall the Custodian be liable to the Client for any lossspecial, liability indirect or expense incurred by the Client consequential damages, or lost profits or loss of business, arising in connection with this Agreement Agreement. (b) (i) Prior to the issuance of a Notice of Exclusive Control, the Agent and the Customer shall indemnify and hold Custodian harmless with regard to any Losses imposed on or incurred by Custodian arising out of any action or omission of Custodian in accordance with any notice, instruction, or entitlement order given by the Agent or the Customer under this Agreement, except to the extent that any such loss, liability or expense results Losses have arisen from the negligence or willful misconduct of the Custodian or any Subcustodian; providedCustodian, however that neither the Custodian nor any Subcustodian shall be liable to the Client for any indirect, special or consequential damages. (b) The Client acknowledges provided that the Property may be physically held outside the United States. The Custodian shall not be liable for any loss, Agent’s liability or expense resulting from events beyond the reasonable control of the Custodian, including, but not limited to, force majeure. (c) In addition, the Client shall indemnify the Custodian and Subcustodians and any nominee for, and hold each of them harmless from, any liability, loss or expense (including attorneys' fees and disbursements) incurred in connection with under this Agreement, including without limitation, clause (i) as a result of shall be limited to those amounts for which Custodian has not been reimbursed by the Custodian Customer within 30 days after Custodian’s having acted or relied upon any Authorized Instructions or (ii) arising out of any such person acting as a nominee or holder of record of Securitiesmade written demand on the Customer therefor.

Standard of Care; Indemnification. (a) The Custodian shall be responsible for the performance of only such duties as are set forth in this Agreement or contained in Authorized Instructions given to the Custodian which are not contrary to the provisions of any relevant law or regulation. The Custodian shall be liable to the Client for any loss, liability or expense incurred by the Client in connection with this Agreement to the extent that any such loss, liability or expense results from the negligence or willful misconduct of the Custodian or any Subcustodian; provided, however that neither the Custodian nor any Subcustodian shall be liable to the Client for any indirect, special or consequential damages. (b) The Client acknowledges that the Property may be physically held outside the United States. The Custodian shall not be liable for any loss, liability or expense resulting from events beyond the reasonable control of the CustodianCustodian or of a Subcustodian, including, but not limited to, force majeure. (c) In addition, the Client shall indemnify the Custodian and Subcustodians and any nominee for, and hold each of them harmless from, any liability, loss or expense (including attorneys' fees and disbursements) incurred in connection with this Agreement, including without limitation, (i) as a result of the Custodian having acted or relied upon any Authorized Instructions or (ii) arising out of any such person acting as a nominee or holder of record of SecuritiesSecurities except to the extent such loss, liability or expenses results from the Custodian's or its Subcustodian's own negligence or wilful misconduct of the Custodian.

Standard of Care; Indemnification. (a) The Custodian shall be --------------------------------- responsible for the performance of only such duties as are set forth in this Agreement or contained in Authorized Instructions given to the Custodian which are not contrary to the provisions of any relevant law or regulation. The Custodian shall be liable to the Client for any loss, liability or expense incurred by the Client in connection with this Agreement to the extent that any such loss, liability or expense results from the negligence or willful misconduct of the Custodian or any Subcustodian; provided, however that neither the Custodian nor any Subcustodian shall be liable to the Client for any indirect, special or consequential damages. (b) The Client acknowledges that the Property may be physically held outside the United States. The Custodian shall not be liable for any loss, liability or expense resulting from events beyond the reasonable control of the Custodian, including, but not limited to, force majeure.. ------------- (c) In addition, the Client shall indemnify the Custodian and Subcustodians and any nominee for, and hold each of them harmless from, any liability, loss or expense (including attorneys' fees and disbursements) incurred in connection with this Agreement, including without limitation, (i) as a result of the Custodian having acted or relied upon any Authorized Instructions or (ii) arising out of any such person acting as a nominee or holder of record of Securities, pursuant to Authorized Instructions.

Standard of Care; Indemnification. (a) The Custodian Bank shall be responsible for the performance of only such duties as are set forth in this his Agreement or contained in Authorized Instructions given to the Custodian bank which are not contrary to the tot he provisions of any relevant law or regulation. The Custodian bank shall be liable to the Client Fund for any loss, liability or expense incurred by the Client Fund in connection with this Agreement to the extent that any such loss, liability or expense results from the negligence or willful misconduct of the Custodian Bank or any Subcustodian; provided, however that neither the Custodian Bank nor any Subcustodian subcustodian shall be liable to the Client Fund for any indirect, special or consequential damages. (b) The Client Fund acknowledges that the Property may be physically held outside the United States. The Custodian Bank shall not be liable for any loss, liability or expense resulting from events vents beyond the reasonable control of the CustodianBank, includingindulging, but not limited to, force majeure. (c) In addition, the Client Fund and the Custodian, jointly and severally, shall indemnify the Custodian Bank and Subcustodians and any nominee for, and hold each of them harmless from, any liability, loss or expense (including attorneys' fees and disbursements) incurred in connection with this Agreement, including without limitation, (i) as a result of the Custodian Bank having acted or relied upon any Authorized Instructions or (ii) arising out of any such person acting as a nominee or holder of record of Securities.

Standard of Care; Indemnification. (a) The Custodian shall be responsible for the performance of only such duties as are set forth in this Agreement or contained in Authorized Instructions given to the Custodian which are not contrary to the provisions of any relevant law or regulation. The Custodian shall be liable to the Client for any loss, liability or expense incurred by the Client in connection with this Agreement to the extent that any such loss, liability or expense results from the negligence or willful misconduct of the Custodian or any Subcustodian; provided, however provided that neither the Custodian nor any Subcustodian shall be liable have no greater or lesser responsibility or liability to the Client for on account of any indirect, special actions or consequential damagesomissions of any Subcustodian than the responsibility or liability such Subcustodian has to the Custodian. (b) The Client acknowledges that the Property may be physically held outside the United States. The Custodian shall not be liable for any loss, liability or expense resulting from events beyond the reasonable control of the Custodian, including, but not limited to, force majeure. (c) In addition, the Client shall indemnify the Custodian and Subcustodians and any nominee for, and hold each of them harmless from, any liability, loss or expense (including attorneys' fees and disbursements) incurred in connection with this Agreement, including without limitation, (i) as a result of the Custodian having acted or relied upon any Authorized Instructions or (ii) arising out of any such person acting as a nominee or holder of record of Securities.

Standard of Care; Indemnification. (a) The Custodian bank shall be responsible for the performance of only such duties as are set forth in this Agreement or contained in Authorized Instructions given to the Custodian bank which are not contrary to the provisions of any relevant law or regulation. The Custodian Bank shall be liable to the Client Fund for any loss, liability or expense incurred inured by the Client Fund in connection with this Agreement to the extent that any such loss, liability or expense results from the negligence or willful misconduct of the Custodian Bank or any Subcustodian; provided, however that neither the Custodian Bank nor any Subcustodian shall be liable to the Client Fund for any indirect, special or consequential damages. (b) The Client Fund acknowledges that the Property may be physically held outside the United States. The Custodian Bank shall not be liable for any loss, liability or expense resulting from events beyond the reasonable control of the CustodianBank, including, but not limited to, force majeure. (c) In addition, the Client Fund and the Custodian jointly and severally, shall indemnify the Custodian Bank and Subcustodians and any nominee for, and hold each of them harmless from, any liability, loss or expense expenses (including attorneys' fees and disbursements) incurred in connection with this Agreement, including without limitation, (i) as a result of the Custodian Bank having acted or relied upon any Authorized Instructions or (ii) arising out of any such person acting as a nominee or holder of record of Securities.