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 Company 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 refusal or failure to comply with the terms of this Agreement, (b) Transfer Agent’s negligence or willful misconduct, or (c) Transfer Agent’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 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, the amounts paid hereunder or under the prior respective Stock Transfer Agent Services Agreements between the parties effective as of September 1, 1997, which are superseded by this Agreement by the Company to Transfer Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately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 $1,000,000.

Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Company 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 refusal or failure to comply with the terms of this Agreement, (b) Transfer Agent’s lack of good faith, gross negligence or willful misconduct, or (c) Transfer Agent’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 bad faith lack of good 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, the amounts paid hereunder or under the prior respective Stock Transfer Agent Services Agreements between the parties effective as of September 1, 1997, which are superseded by this Agreement by the Company to Transfer Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from the Transfer Agent is being sought; provided further, provided further, however, that such limitation of liability for Losses arising from a breach of Section 12 (Confidentiality) hereof shall not exceed $1,000,000100,000.

Transfer Agent Indemnification/Limitation of Liability. Transfer Agent shall be responsible for and shall indemnify and hold the Company 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 refusal or failure to comply with the terms of this Agreement, (b) Transfer Agent’s lack of good faith, negligence or willful misconduct, or (c) Transfer Agent’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 bad faith lack of good faith, gross negligence 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, the amounts paid hereunder or under the prior respective Stock Transfer Agent Services Agreements between the parties effective as of September 1, 1997, which are superseded by this Agreement by the Company to Transfer Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from the Transfer Agent is being sought; provided further, provided further, however, that such limitation of liability for Losses arising from a breach of Section 12 (Confidentiality) hereof shall not exceed $1,000,000100,000.