Common use of Standard of Care; Indemnification Clause in Contracts

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Trust, except those costs, expenses, damages, liabilities or claims arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Trust or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action, but BNY Mellon shall indemnify the Trust against direct money damages arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, or for delays caused by circumstances beyond BNY Mellon’s control, unless such loss, damage or expense arises out of the bad faith, negligence or willful misconduct of BNY Mellon.

Standard of Care; Indemnification. (a) Except as otherwise provided hereinherein and subject always to Section 0(x), BNY Mellon XXX Xxxxxx and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including reasonable attorneys’ and accountants’ feesfees related thereto, “Losses”) incurred by or asserted against the TrustMICM or a Fund, except those costs, expenses, damages, liabilities or claims arising out of BNY Mellon’s own negligence, bad faith, negligence willful misconduct or willful misconductreckless disregard of its duties hereunder. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Trust MICM, any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action, but BNY Mellon shall indemnify the Trust against direct money damages arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including reasonable counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by MICM or the TrustFund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the negligence, bad faith, negligence faith or willful misconduct of BNY MellonMellon or its reckless disregard of its duties hereunder.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Trusta Fund, except those costs, expenses, damages, liabilities or claims arising out of BNY Mellon’s own bad faith, negligence gross negligence, willful misconduct or willful misconductreckless disregard of its duties hereunder. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Trust Administrator, any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action, but BNY Mellon shall indemnify the Trust against direct money damages arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the TrustAdministrator or the Fund, or for delays caused by circumstances beyond BNY Mellon’s control, unless such loss, damage or expense arises out of the bad faith, negligence or gross negligence, willful misconduct or reckless disregard of its duties hereunder by BNY Mellon.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Trusta Fund, except those costs, expenses, damages, liabilities or claims arising out of BNY Mellon’s, BNY Mellon Affiliate’s or BNY Mellon Group’s own bad faith, gross negligence or willful misconduct. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Trust any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action, but BNY Mellon shall indemnify the Trust against direct money damages arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the TrustFund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, gross negligence or willful misconduct of BNY Mellon, a BNY Mellon Affiliate or the BNY Mellon Group.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Trust, except those costs, expenses, damages, liabilities or claims arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. misconduct In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Trust or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action, but BNY Mellon shall indemnify the Trust against direct money damages arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, or for delays caused by circumstances beyond BNY Mellon’s control, unless such loss, damage or expense arises out of the bad faith, negligence or willful misconduct of BNY Mellon.

Standard of Care; Indemnification. (a) In performing its duties under this Agreement, BNY Mellon shall exercise the standard of care and diligence that a professional provider of fund administration and accounting services would observe in these affairs. Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Trusta Fund, except those costs, expenses, damages, liabilities or claims arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Trust any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action, but BNY Mellon shall indemnify the Trust against direct money damages arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by or on behalf of the TrustFund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, negligence or willful misconduct of BNY Mellon.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, . BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Trust, except those costs, expenses, damages, liabilities or claims arising out of BNY Mellon’s own bad faith, gross negligence or willful misconduct, or BNY Mellon’s reckless disregard of its duties hereunder, or that of its employees, or BNY Mellon’s breach of any of its representations. In no event shall BNY Mellon or Mellon, any BNY Mellon Affiliate Affiliate, or the Trust be liable to the Trust or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action, but BNY Mellon shall indemnify the Trust against direct money damages arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, . or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, gross negligence or willful misconduct of BNY MellonMellon or its reckless disregard of its duties hereunder.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including reasonable attorneys’ and accountants’ feesfees related thereto) (“Losses”) incurred by or asserted against the TrustFunds, except those costs, expenses, damages, liabilities or claims arising out of BNY Mellon’s own negligence, bad faith, negligence willful misconduct or willful misconductreckless disregard of its obligations under this Agreement. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Trust any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action, but BNY Mellon shall indemnify the Trust against direct money damages arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, or for delays caused by circumstances beyond BNY Mellon’s controlFunds, unless such loss, damage or expense arises out of the BNY Mellon’s own negligence, bad faith, negligence or willful misconduct or reckless disregard of BNY Mellonits obligations under this Agreement.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Trusta Fund, except those costs, expenses, damages, liabilities or claims arising out of BNY Mellon’s own bad faith, gross negligence or willful misconduct. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Trust any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. Except with respect to its indemnity obligations hereunder, but in no other event will a Fund be liable to BNY Mellon shall indemnify or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the Trust against direct money possibility of such damages arising out and regardless of BNY Mellon’s own bad faith, negligence or willful misconductthe form of action. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the TrustFund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, negligence or willful misconduct of BNY Mellon.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement and BNY Mellon shall not be liable for any costs, expenses, damages, liabilities or claims (including reasonable attorneys’ and accountants’ fees) incurred by or asserted against the Trust, except those costs, expenses, damages, liabilities or claims arising out of BNY Mellon’s own bad faith, gross negligence willful misfeasance, reckless disregard of its duties hereunder, or willful misconductbreach of any representation or warranty of BNY Mellon contained in this Agreement. In no event shall BNY Mellon or any BNY Mellon Affiliate either party be liable to the Trust other party or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action, but BNY Mellon shall indemnify the Trust against direct money damages arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, gross negligence or willful misconduct of BNY Mellon.

Standard of Care; Indemnification. (a) In performing its duties under this Agreement, BNY Mellon shall exercise the standard of care and diligence that a professional provider of fund administration and accounting services would observe in these affairs. Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Trusta Fund, except those costs, expenses, damages, liabilities or claims arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Trust any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action, but BNY Mellon shall indemnify the Trust against direct money damages arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the TrustFund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, negligence or willful misconduct of BNY Mellon.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Trusta Fund, except those costs, expenses, damages, liabilities liabilities, or claims arising out of BNY Mellon’s own bad faith, gross negligence or willful misconduct, or BNY Mellon’s reckless disregard of its duties hereunder. In no event shall BNY Mellon or Mellon, any BNY Mellon Affiliate Affiliate, or a Fund be liable to the Trust or any party, including, but not limited to, any third party party, for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action, but BNY Mellon shall indemnify the Trust against direct money damages arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including reasonable counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the TrustFund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the gross negligence, bad faith, negligence or willful misconduct of BNY MellonMellon or its reckless disregard of its duties hereunder.

Standard of Care; Indemnification. (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the TrustFund, except those costs, expenses, damages, liabilities or claims arising out of (i) BNY Mellon’s own bad faith, negligence or willful misconduct, (ii) BNY Mellon’s reckless disregard of its obligations and duties under this Agreement or (iii) a breach of its representations under this Agreement. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Trust any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action, but BNY Mellon shall indemnify the Trust against direct money damages arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, or for delays caused by circumstances beyond BNY Mellon’s controlFund, unless such loss, damage or expense arises out of (i) the bad faith, negligence or willful misconduct of BNY Mellon, (ii) BNY Mellon’s reckless disregard of its obligations and duties under this Agreement or (iii) BNY Mellon’s breach of its representations under this Agreement.