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 each Company harmless from and against any and all Losses arising out of or attributable to: (a) Transfer Agent’s or its agents’ refusal or failure to comply with the terms of this Agreement, (b) Transfer Agent’s bad faith, negligence or willful misconduct, or (c) Transfer Agent’s, or its agents’, breach of any representation or warranty hereunder, in each case for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that excluding Transfer Agent’s gross negligence, 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 provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, three (3) times the amounts paid hereunder by all Companies to Transfer Agent as fees and charges, but not including reimbursable expenses of any Company, during the twelve (12) months immediately preceding the event for which recovery from Transfer Agent is being sought.

Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold each Company the Fund and its directors and officers solely in their capacity as such and not individually, and harmless from and against any and all Losses arising out of or attributable to: (a) Transfer Agent’s or its agents’ refusal or failure to comply with the terms of this Agreement, (b) Transfer Agent’s bad lack of good faith, gross negligence or willful misconduct, or (c) Transfer Agent’s, or its agents’, ’s breach of any representation or warranty hereunder, in each case for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that excluding the Transfer Agent’s gross negligencelack of good faith, bad faith and willful misconduct the 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, three (3) times the amounts paid hereunder by all Companies to Transfer Agent as fees and charges, but not including reimbursable expenses of any Companyexpenses, during the twelve (12) months immediately preceding the event for which recovery from the Transfer Agent is being sought; provided further, however, that such limitation of liability for Losses arising from a breach of Section 12 (Confidentiality) hereof shall not exceed $100,000.