Standard of Care; Liability; Indemnification. The Custodian shall be held only to the exercise of reasonable care and diligence in carrying out the provisions of this Agreement, provided that the Custodian shall not thereby be required to take any action which is in contravention of any applicable law. The Fund agrees to indemnify and hold harmless the Custodian and its nominees from all claims and liabilities (including counsel fees) incurred or assessed against it or its nominees in connection with the performance of this Agreement, except such as may arise from its or its nominee's breach of the relevant standard of conduct set forth in this Agreement. Without limiting the foregoing indemnification obligation of the Fund, the Fund agrees to indemnify the Custodian and any nominee in whose name portfolio securities or other property of the Fund is registered against any liability the Custodian or such nominee may incur by reason of taxes assessed to the Custodian or such nominee or other costs, liability or expense incurred by the Custodian or such nominee resulting directly or indirectly from the fact that portfolio securities or other property of the Fund is registered in the name of the Custodian or such nominee. It is also understood that the Custodian shall not be liable for any loss involving any securities, currencies, deposits or other property of the Fund, whether maintained by it, a Subcustodian, a securities depository, an agent of the Custodian or a Subcustodian, a Securities System, or a Banking Institution, or for any loss arising from a foreign currency transaction or contract, where the loss results from a Sovereign Risk or where the entity maintaining such securities, currencies, deposits or other property of the Fund, whether the Custodian, a Subcustodian, a securities depository, an agent of the Custodian or a Subcustodian, a Securities System or a Banking Institution, has exercised reasonable care maintaining such property or in connection with the
Standard of Care; Liability; Indemnification. The Custodian shall be held only to the exercise of reasonable care and diligence in carrying out the provisions of this Agreement, provided that the Custodian shall not thereby be required to take any action which is in contravention of any applicable law. The Fund agrees to indemnify and hold harmless the Custodian and its nominees from all claims and liabilities (including counsel fees) incurred or assessed against it or its nominees in connection with the performance of this Agreement, except such as may arise from its or its nominee's breach of the relevant standard of conduct set forth in this Agreement. Without limiting the foregoing indemnification obligation of the Fund, the Fund agrees to indemnify the Custodian and any nominee in whose name portfolio securities or other property of the Fund is registered against any liability the Custodian or such nominee may incur by reason of taxes assessed to the Custodian or such nominee or other costs, liability or expense incurred by the Custodian or such nominee resulting directly or indirectly from the fact that portfolio securities or other property of the Fund is registered in the name of the Custodian or such nominee.
Standard of Care; Liability; Indemnification. The Subcustodian shall be held to the exercise of reasonable care and diligence in carrying out the provisions of this Agreement, and shall be liable to the Custodian and the relevant Fund for all loss, damage and expense suffered or incurred by the Custodian or the Fund resulting from the failure of the Subcustodian to exercise such reasonable care and diligence; provided that the Subcustodian shall not thereby be required to take any action which is in contravention of any applicable law, rule or regulation or any order or judgment of any court of competent jurisdiction. The Custodian and each Fund agree to indemnify and hold harmless the Subcustodian and its nominees from all claims and liabilities (including counsel fees) incurred or assessed against it or its nominees in connection with the performance of this Agreement, except such as may arise from the Subcustodian or its nominee's breach of the relevant standard of conduct set forth in this Agreement. Notwithstanding the above, no Fund shall be liable to indemnify the Subcustodian for any claims and liabilities other than those arising from services provided to that particular Fund. Without limiting the
Standard of Care; Liability; Indemnification. (a) The Manager shall discharge its duties as such in good faith and shall act fairly in all dealings with other Persons in its capacity as a Manager, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner it reasonably believes to be in the best interests of the Company.
Standard of Care; Liability; Indemnification. The Agent agrees to observe the standard of care established in the Underwriting Agreement in effect for the Fund, and the indemnification and liability provisions of said Underwriting Agreement are hereby incorporated by reference into this Plan.
Standard of Care; Liability; Indemnification. The Custodian shall be held only to the exercise of reasonable care and diligence in carrying out the provisions of this Agreement, provided that the Custodian shall not thereby be required to take any action which is in contravention of any applicable law, rule or regulation or any order or judgment of any court of competent jurisdiction. The Company agrees to indemnify and hold harmless the Custodian and its nominees from all claims and liabilities (including counsel fees) incurred or assessed against it or its nominees in connection with the Custodian's performance of this Agreement, except such as may arise from the Custodian's or its nominee's negligence or willful misconduct. Without limiting the foregoing indemnification obligation of the Company, the Company agrees to indemnify the Custodian and any nominee in whose name Portfolio Securities or other property of the Series is registered against any liability the Custodian or such nominee may incur by reason of taxes assessed to the Custodian or such nominee or other costs, liability or expense incurred by the Custodian or such nominee resulting directly or indirectly from the fact that Portfolio Securities or other property of the Series is registered in the name of the Custodian or such nominee. Without limiting the foregoing, neither the Bank nor the Indemnified Parties shall be liable for, and the Bank and the Indemnified Parties shall be indemnified against, any Claim arising as a result of:
Standard of Care; Liability; Indemnification. The Custodian shall be held only to the exercise of reasonable care The Fund agrees to indemnify and hold harmless the Custodian and its nominees from all claims and liabilities (including counsel fees) incurred or assessed against it or its nominees in connection with the performance of this Agreement, except such as may arise from its or its nominee's breach of the relevant standard of conduct set forth in this Agreement. Without limiting the foregoing indemnification obligation of the Fund, the Fund agrees to indemnify the Custodian and any nominee in whose name portfolio securities or other property of the Fund is registered against any liability the Custodian or such nominee may incur by reason of taxes assessed to the Custodian or such nominee or other costs, liability or expense incurred by the Custodian or such nominee resulting directly or indirectly from the fact that portfolio securities or other property of the Fund is registered in the name of the Custodian or such nominee. In no event shall the Custodian incur liability under this Agreement if the Custodian or any Subcustodian, Securities System, Foreign Depository, Banking Institution or any agent or entity utilized by any of them is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed,
Standard of Care; Liability; Indemnification. 15.1. Adviser’s sole standard of care is to act with the care, prudence, and diligence under the circumstances then prevailing of a prudent investment manager.
Standard of Care; Liability; Indemnification. The Custodian shall be held only to the exercise of reasonable care and diligence in carrying out the provisions of this Agreement, provided that the Custodian shall not thereby be required to take any action which is in contravention of any applicable law, rule or regulation or any order or judgment of any court of competent jurisdiction. Each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all claims and liabilities (including counsel fees) incurred or assessed against it or its nominees in connection with the performance of this Agreement, except such as may arise from its or its nominee's breach of the relevant standard of conduct set forth in this Agreement. Without limiting the foregoing indemnification obligation of each Fund, each Fund agrees to indemnify the Custodian and any nominee in whose name portfolio securities or other property of each Fund is registered against any liability the Custodian or such nominee may incur by reason of taxes assessed to the Custodian or such nominee or other costs, liability or expense incurred by the Custodian or such nominee resulting directly or indirectly from the fact that portfolio securities or other property of each Fund is registered in the name of the Custodian or such nominee.
Standard of Care; Liability; Indemnification. The Custodian shall be held only to the exercise of reasonable care and diligence in carrying out the provisions of this Agreement, provided that the Custodian shall not thereby be required to take any action which is in contravention of any applicable law. The Partnership agrees to indemnify and hold harmless the Custodian to the extent and subject to the same terms and conditions as the Advisory General Partner is indemnified in the Partnership Agreement. Without limiting the foregoing indemnification obligation of the Partnership, the Partnership agrees to indemnify the Custodian and any nominee in whose name securities of the Partnership are registered against any liability the Custodian or such nominee may incur by reason of taxes assessed to the Custodian or such nominee or other costs, liability or expense incurred by the Custodian or such nominee resulting directly or indirectly from the fact that securities of the Partnership are registered in the name of the Custodian or such nominee. It is also understood that the Custodian shall not be liable for any loss involving any securities, currencies, deposits or other property of the Partnership, whether maintained by it, a securities depository, an agent of the Custodian or a Securities System or for any loss arising from a foreign currency transaction or contract, where the loss results from a Sovereign Risk or where the entity maintaining such securities, currencies, deposits or other property of the Partnership, whether the Custodian, securities depository, an
