Common use of Limits on Liability Clause in Contracts

Limits on Liability. The cumulative aggregate liability of the Agent to any Fund or Series, or all the Funds and Series in the aggregate, on the one hand, and all the Funds and all the Series to the Agent, on the other hand, with respect to, arising from or arising in connection with this Agreement, the 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 all the Funds and all the Series to the Agent as Fees, but not including Expenses, during the twelve (12) months immediately preceding the event giving rise to the liability. The preceding limitations do not apply with respect to any liability of the Agent or the Funds with respect to, arising from or arising in connection with the intentional breach by the Agent or the Funds, as the case may be, of the requirements set forth in Section 15 hereof, committed (1) with the actual knowledge that the action or omission at issue is a breach of the Party’s obligations under this Agreement or (2) for the purpose of harming the other party or its customers or shareholders, or any liability of a Fund or Series with respect to (i) the payment of Fees or Expenses, or both, and (ii) the funding or payment of any amounts due in the ordinary course of the business of such Fund or Series, such as, by way of example and not limitation, the provision of sufficient funds to pay all outstanding debts, wire transfers, ACH transactions, drafts, checks or any other obligations of such of such Fund or Series incurred by the Agent on behalf of such Fund or Series in the course of providing Services to such Fund or Series. In addition, the foregoing cap on damage amounts shall not apply to any liability of the Funds to indemnify the Agent as set forth in Section 14.2 for Losses for which the Agent is held liable or for which the Agent must pay to a third party, including but not limited to a shareholder of any Fund.

Limits on Liability. The cumulative aggregate liability of the Agent to any Fund or Series, or all the Funds and Series in the aggregate, on the one hand, and all the Funds and all the Series to the Agent, on the other hand, with respect to, arising from or arising in connection with this Agreement, the 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 all the Funds and all the Series to the Agent as Fees, but not including Expenses, during the twelve (12) months immediately preceding the event giving rise to the liability. The preceding limitations do not apply with respect to any liability of the Agent or the Funds with respect to, arising from or arising in connection with the intentional breach by the Agent or the Funds, as the case may be, of the requirements set forth in Section 15 hereof, committed (1) with the actual knowledge that the action or omission at issue is a breach of the Party’s 's obligations under this Agreement or (2) for the purpose of harming the other party or its customers or shareholders, or any liability of a Fund or Series with respect to (i) the payment of Fees or Expenses, or both, and (ii) the funding or payment of any amounts due in the ordinary course of the business of such Fund or Series, such as, by way of example and not limitation, the provision of sufficient funds to pay all outstanding debts, wire transfers, ACH transactions, drafts, checks or any other obligations of such of such Fund or Series incurred by the Agent on behalf of such Fund or Series in the course of providing Services to such Fund or Series. In addition, the foregoing cap on damage amounts shall not apply to any liability of the Funds to indemnify the Agent as set forth in Section 14.2 for Losses for which the Agent is held liable or for which the Agent must pay to a third party, including but not limited to a shareholder of any Fund.