Common use of Transfer Agent Indemnification/Limitation of Liability Clause in Contracts

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.