WHEN X Sample Clauses
WHEN X. X. XXXXXX IS LIABLE TO THE CUSTOMER
WHEN X. X. XXXXXX IS LIABLE TO THE CUSTOMER
7.1 Standard of Care; Liability
(a) X.X. Xxxxxx will perform its duties and obligations under this Agreement, including but not limited to, the safekeeping of Financial Assets, with the high degree of care that would reasonably be expected from a professional custodian of comparable reputation, size and experience. X.X. Xxxxxx will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of exercising such care.
(b) X.X. Xxxxxx will be liable for the Customer’s direct damages to the extent they result from X.X. Xxxxxx’x fraud, negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under no circumstances will X.X. Xxxxxx be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, X.X. Xxxxxx’x performance under this Agreement, or X.X. Xxxxxx’x role as custodian.
(c) The Customer will indemnify the X.X. Xxxxxx Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the X.X. Xxxxxx Indemnitees in connection with or arising out of (i) X.X. Xxxxxx’x performance under this Agreement, provided the X.X. Xxxxxx Indemnitees have not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question or (ii) any X.X. Xxxxxx Indemnitee’s status as a holder of record of the Customer’s Financial Assets. Nevertheless, the Customer will not be obligated to indemnify any X.X. Xxxxxx Indemnitee under the preceding sentence with respect to any Liability for which X.X. Xxxxxx is liable under Section 5.2(a) of this Agreement.
(d) The Customer agrees that X.X. Xxxxxx provides no service in relation to, and therefore has no duty or responsibility to: (i) question Instructions or make any suggestions to the Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise the Customer or an Authorized Person regarding any default in the payment of principal or income of any Security other than as provided in Section 2.7(b) of this Agreement; and...
WHEN X. X. XXXXXX IS LIABLE TO CUSTOMER
7.1 Standard of Care; Liability
(a) X.X. Xxxxxx shall use reasonable care with respect to its obligations under this Agreement and the safekeeping of Financial Assets and cash.
(b) In no event shall X.X. Xxxxxx be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits or business) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, resulting from X.X. Xxxxxx’x performance under this Agreement, or X.X. Xxxxxx’x role as a service provider to the Customer.
(c) X.X. Xxxxxx shall indemnify and hold the Customer and the Funds, their Affiliates, and their respective directors, officers and employees (collectively, “Customer Indemnitees”) harmless from and against any and all Liabilities that may be imposed on, incurred by or asserted against any of the Customer Indemnitees in connection with or arising out of X.X. Xxxxxx’x refusal or failure to comply with the material terms of this Agreement; X.X. Xxxxxx’x breach of any material representation made by it herein; X.
WHEN X. X. XXXXXX IS LIABLE TO THE CUSTOMER 17 8. TAXATION 20 9. TERMINATION 21 10. MISCELLANEOUS 22 GLOBAL CUSTODY AGREEMENT
WHEN X. Xxxxxxxx materials/equipment is stored or modified by the Sub-Contractor at their premises or other facility/facilities, they shall remain the property of X. Xxxxxxxx with appropriate labeling to be provided and affixed by the Sub-Contractor identifying that they are the property of X.
WHEN X. X. Xxxxxxx Company, Inc. or its customer intends to perform verification at the supplier’s premises, X.X. Xxxxxxx Company, Inc. will first state the intended verification arrangements and the method of product release. This information is communicated on the X.X. Xxxxxxx Company, Inc. Purchase Order or via another acceptable purchasing arrangement.
WHEN X. X. XXXXXX IS LIABLE TO THE CUSTOMER 7.1 Standard of Care; Liability (a) X.X. Xxxxxx will perform the services with the level of skill and care which would be expected from a reasonably skilled and professional global custodian.
WHEN X