Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to Transfer Agent's refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent's negligence or willful misconduct or which arise out of the breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six (6) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.
Appears in 14 contracts
Samples: Agreement (Evergreen Utilities & High Income Fund), Transfer Agency and Service Agreement (Alliance National Municipal Income Fund), Agency and Service Agreement (Gabelli Convertible & Income Securities Fund Inc)
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to to: (a) Transfer Agent's ’s refusal or failure to comply with the terms of this Agreement, or which arise out of (b) Transfer Agent's ’s negligence or willful misconduct misconduct, or which arise out of the (c) Transfer Agent’s breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's ’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services Services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer Company to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six twelve (612) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.
Appears in 8 contracts
Samples: Agreement (Gabelli Convertible & Income Securities Fund Inc), Agreement (Gabelli Global Utility & Income Trust), Agency and Service Agreement (Gabelli Healthcare & WellnessRx Trust)
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to Transfer Agent's ’s refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent's ’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's ’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six (6) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.
Appears in 7 contracts
Samples: Agency and Service Agreement (Tekla World Healthcare Fund), Transfer Agency (Tekla Healthcare Opportunities Fund), Transfer Agency (H&q Life Sciences Investors)
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to to: (a) Transfer Agent's ’s refusal or failure to comply with the terms of this Agreement, or which arise out of (b) Transfer Agent's ’s negligence or willful misconduct misconduct, or which arise out of the (c) Transfer Agent’s breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's ’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services Services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer Company to Transfer Agent as fees and charges, but not including reimbursable expenses, during the thirty-six (636) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.
Appears in 5 contracts
Samples: Transfer Agency and Service Agreement (Tortoise Energy Independence Fund, Inc.), Agency and Service Agreement (Tortoise Pipeline & Energy Fund, Inc.), Agreement (Tortoise MLP Fund, Inc.)
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability Losses arising out of or attributable to Transfer Agent's ’s: (a) refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent's (b) negligence or willful misconduct misconduct, or which arise out of the (c) breach of any representation or warranty of Transfer Agent hereunder, in each case for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that excluding Transfer Agent's ’s bad faith and willful misconduct Transfer Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services Services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer Company to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six twelve (612) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.
Appears in 4 contracts
Samples: www.sec.gov, Agreement (Goldman Sachs MLP & Energy Renaissance Fund), Agreement (Cohen & Steers Total Return Realty Fund Inc)
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to Transfer Agent's ’s refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent's ’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's ’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six (6) calendar months immediately preceding the event for which recovery from the Transfer Agent is being soughtunder this Agreement.
Appears in 4 contracts
Samples: Agency and Service Agreement, Agreement (Federated Premier Municipal Income Fund), Agreement (Federated Premier Municipal Income Fund)
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability Losses arising out of or attributable to to: (a) Transfer Agent's refusal or failure to comply with the terms of this Agreement, or which arise out of (b) Transfer Agent's bad faith, negligence or willful misconduct misconduct, or which arise out of the (c) Transfer Agent's breach of any representation or warranty of Transfer Agent hereunder, in each case for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that excluding Transfer Agent's bad faith and willful misconduct Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services Services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer Company to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six twelve (612) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.
Appears in 4 contracts
Samples: Agency and Service Agreement (First Trust Energy Income & Growth Fund), Transfer Agency and Service Agreement (First Trust High Yield Opportunities 2027 Term Fund), Transfer Agency and Service Agreement (First Trust Dynamic Europe Equity Income Fund)
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability Losses arising out of or attributable to to: (a) Transfer Agent's ’s refusal or failure to comply with the terms of this Agreement, or which arise out of (b) Transfer Agent's ’s negligence or willful misconduct misconduct, or which arise out of the (c) Transfer Agent’s breach of any representation or warranty of Transfer Agent hereunder, in each case for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that excluding Transfer Agent's ’s bad faith and willful misconduct Transfer Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services Services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer Company to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six twelve (612) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.
Appears in 3 contracts
Samples: Agreement (MainStay DefinedTerm Municipal Opportunities Fund), Agreement (Crescent Capital Finance Group, Inc.), Agency and Service Agreement (Green Energy & Growth Fund, Inc.)
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to Transfer Agent's ’s refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent's ’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's ’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six three (63) calendar months years immediately preceding the event for which recovery from the Transfer Agent is being sought.
Appears in 2 contracts
Samples: Service Agreement (SunAmerica Focused Alpha Growth Fund, Inc.), SunAmerica Focused Alpha Large-Cap Fund, Inc.
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to Transfer Agent's refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent's negligence or willful misconduct or which arise out of the breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six (6) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.
Appears in 1 contract
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to to: (a) Transfer Agent's refusal or failure to comply with the terms of this Agreement, or which arise out of (b) Transfer Agent's negligence or willful misconduct misconduct, or which arise out of the (c) Transfer Agent's breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services Services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer Company to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six twelve (612) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.
Appears in 1 contract
Samples: Agency and Service Agreement (Gabelli Go Anywhere Trust)
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer harmless from and against any and all losses, claims, damages, costs, charges, ,` counsel feesfees and reasonable expenses, payments, expenses and liability arising out of or attributable to Transfer Agent's refusal or failure failure` to comply with the terms of this Agreement, or which arise out of Transfer Agent's negligence negligence, bad faith or willful misconduct or which arise out of the breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer to Transfer Agent as fees and charges, but not not` including reimbursable expenses, during the six (6) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.
Appears in 1 contract
Samples: Agreement (Asa Bermuda LTD)
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to Transfer Agent's refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent's bad faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six five (65) calendar months years immediately preceding the event for which recovery from the Transfer Agent is being sought.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Liberty All Star Equity Fund)
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability Losses arising out of or attributable to Transfer Agent's ’s or Transfer Agent’s agents’: (a) refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent's (b) negligence or willful misconduct misconduct, or which arise out of the (c) breach of any representation or warranty of Transfer Agent hereunder, in each case for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that excluding Transfer Agent's ’s bad faith and willful misconduct Transfer Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services Services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer Fund to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six twelve (612) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.
Appears in 1 contract
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to to: (a) Transfer Agent's ’s refusal or failure to comply with the terms of this Agreement, or which arise out of (b) Transfer Agent's ’s negligence or willful misconduct misconduct, or which arise out of the (c) Transfer Agent’s breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's ’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services Services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer Company to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six twelve (612) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.. 9.4
Appears in 1 contract
Samples: Agreement
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to Transfer Agent's refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent's negligence or willful misconduct or which arise out of the breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six twelve (612) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Cintra Select Fund Inc)
Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Customer Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to to: (a) Transfer Agent's refusal or failure to comply with the terms of this Agreement, or which arise out of (b) Transfer Agent's negligence or willful misconduct misconduct, or which arise out of the (c) Transfer Agent's breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services Services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer Company to Transfer Agent as fees and charges, but not including reimbursable expenses, during the thirty- six (636) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.
Appears in 1 contract
Samples: Agreement (Tortoise Gas & Oil Corp)