Terms Relating to Liability. (a) DTI shall be liable to each Fund (or any person or entity claiming through a Fund) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by, (i) with respect to DTI's performance of the Services, conduct constituting intentional misconduct, reckless disregard or negligence ("Breach Conduct"), and (ii) with respect to obligations under this Agreement other than those described in clause (i), for breaches of this Agreement. As used in this Agreement, negligence shall mean conduct not commercially reasonable under the applicable circumstances.
Terms Relating to Liability. (a) BNYM shall be liable to the Fund (or any person or entity claiming through the Fund) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct, willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement (“Standard of Care”) and only if the Fund provides BNYM with written notice of the Loss containing a reasonably detailed description of the amount of Loss, the conduct alleged to constitute a breach of the Standard of Care and the provision of the Agreement the Fund claims to have been breached. In the absence of a finding to the contrary by an appropriate regulator or court of competent jurisdiction, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of Care.
Terms Relating to Liability. (a) BNYM's sole and exclusive monetary liability to the Fund (and all persons claiming through or for the Fund) under this Agreement shall be for the direct money damages (i) that result from BNYM's breaches of the Agreement that constitute intentional misconduct, reckless disregard, fraud or negligence ("Liable Conduct"), and (ii) that are not excluded by another provision of this Agreement.
Terms Relating to Liability. (a) With respect to services performed pursuant to this Agreement, BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) for loss, cost, expense and damages, the recovery of which is not excluded by another provision of this Agreement, only to the extent caused by the intentional misconduct, reckless disregard or negligence of BNYM (“Liable Conduct”). In the absence of a finding to the contrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been Liable Conduct.
Terms Relating to Liability. (a) BNYM shall at all times act in good faith and with reasonable care in its performance of services under this Agreement (the “Standard of Care”). To the extent BNYM uses subcontractors pursuant to Section 17 of this Agreement, BNYM shall be liable to the Fund for each such subcontractor’s performance to the extent it would be liable if performing the conduct itself. BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) for any loss, cost, expense and damages resulting from a breach of the Agreement solely to the extent such loss, cost, expense or damages directly results from the intentional misconduct, reckless disregard, fraud or negligence of BNYM (“Liable Conduct”) and the recovery of such loss, cost, expense or damages is not excluded by another provision of this Agreement. In the absence of a finding to the contrary, which shall include without limitation a finding that BNYM acted with intentional misconduct, reckless disregard of its duties, fraud, or negligence, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been Liable Conduct.
Terms Relating to Liability. (a) BNYM shall be liable to the Investment Company (or any person or entity claiming through the Investment Company) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by, (i) with respect to BNYM’s performance of the Services, conduct constituting intentional misconduct, reckless disregard or negligence (“Breach Conduct”), and (ii) with respect to obligations under this Agreement other than those described in clause (i), for breaches of this Agreement. In the absence of a finding to the contrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been Breach Conduct.
Terms Relating to Liability. (a) BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by the intentional misconduct, reckless disregard or negligence of BNYM (“Liable Conduct”). In the absence of a finding to the contrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been Liable Conduct.
Terms Relating to Liability. (a) Subject to the terms of this Section 10, the Administrator shall be liable to the Fund (or any person or entity claiming through the Fund) for damages only to the extent caused by the Administrator’s own intentional misconduct, bad faith or negligence with respect to its duties under this Agreement (“Breach Conduct”).
Terms Relating to Liability. (a) BNYM shall be liable to the Fund (or any person or entity claiming through the Fund) for Loss the recovery of which is not otherwise excluded by another provision of this Agreement only to the extent the Loss is caused by BNYM’s intentional misconduct or reckless disregard in the performance of its duties under this Agreement (BNYM’s “Standard of Care”). In the absence of a finding to the contrary, the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been a failure of BNYM to meet its Standard of Care.
Terms Relating to Liability. (a) In performing its obligations under this Agreement, BNYM shall act in good faith and agrees to exercise reasonable care and diligence. BNYM shall be liable to the Fund (or any person or entity claiming through or for the Fund) under this Agreement solely and exclusively for loss, cost, expense or damages resulting from breaches of the Agreement that constitute the intentional misconduct, reckless disregard, fraud or negligence of BNYM in the performance of this Agreement ("Liable Conduct") and the recovery of such loss, cost, expense or damages is not excluded by another provision of this Agreement.
