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 $1,000,000.00 (one million dollars).
Appears in 7 contracts
Samples: Transfer Agency and Service Agreement (Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.), Transfer Agency and Service Agreement (Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.), Transfer Agency and Service Agreement (Morgan Stanley China a Share 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 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 Agents bad faith and willful misconduct, 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 $1,000,000.00 (one million dollars).
Appears in 3 contracts
Samples: Agreement (Invesco Municipal Income Opportunities Trust), Agreement (Invesco Quality Municipal Income Trust), Agreement (Invesco Value Municipal Income 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 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 $1,000,000.00 (exceed, one million dollars)dollars ($1,000,000) per Customer.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Morgan Stanley China a Share Fund, Inc.), Transfer Agency and Service Agreement (Morgan Stanley China a Share 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 $1,000,000.00 (one million dollars).
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Morgan Stanley Emerging Markets Debt 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 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 Agents bad faith and willful misconduct, 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 $1,000,000.00 (one million dollars).. 9.4
Appears in 1 contract
Samples: www.sec.gov
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 $1,000,000.00 (one million dollars).
Appears in 1 contract
