WHEN ▇ Clause Samples

WHEN ▇. ▇. ▇▇▇▇▇▇ IS LIABLE TO THE CUSTOMER 7.1 Standard of Care; Liability (a) ▇.▇. ▇▇▇▇▇▇ 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. ▇.▇. ▇▇▇▇▇▇ 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) ▇.▇. ▇▇▇▇▇▇ will be liable for the Customer’s direct damages to the extent they result from ▇.▇. ▇▇▇▇▇▇’▇ 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 ▇.▇. ▇▇▇▇▇▇ 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, ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement, or ▇.▇. ▇▇▇▇▇▇’▇ role as custodian. (c) The Customer will indemnify the ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the ▇.▇. ▇▇▇▇▇▇ Indemnitees in connection with or arising out of (i) ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement, provided the ▇.▇. ▇▇▇▇▇▇ Indemnitees have not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question or (ii) any ▇.▇. ▇▇▇▇▇▇ Indemnitee’s status as a holder of record of the Customer’s Financial Assets. Nevertheless, the Customer will not be obligated to indemnify any ▇.▇. ▇▇▇▇▇▇ Indemnitee under the preceding sentence with respect to any Liability for which ▇.▇. ▇▇▇▇▇▇ is liable under Section 5.2(a) of this Agreement. (d) The Customer agrees that ▇.▇. ▇▇▇▇▇▇ 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 ▇. ▇. ▇▇▇▇▇▇ IS LIABLE TO CUSTOMER 7.1 Standard of Care; Liability (a) ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement, or ▇.▇. ▇▇▇▇▇▇’▇ role as a service provider to the Customer. (c) ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇’▇ refusal or failure to comply with the material terms of this Agreement; ▇.▇. ▇▇▇▇▇▇’▇ breach of any material representation made by it herein; ▇.

WHEN ▇. ▇. ▇▇▇▇▇▇ IS LIABLE TO THE CUSTOMER 19 8. TAXATION 21 9. TERMINATION 22 10. MISCELLANEOUS 24 GLOBAL CUSTODY AGREEMENT

WHEN ▇. ▇. ▇▇▇▇▇▇ IS LIABLE TO THE CUSTOMER 7.1 Standard of Care; Liability (a) ▇.▇. ▇▇▇▇▇▇ will perform the services with the level of skill and care which would be expected from a reasonably skilled and professional global custodian.

WHEN ▇. ▇. ▇▇▇▇▇▇ IS LIABLE TO THE CUSTOMER 7.1 Standard of Care; Liability (a) ▇.▇. ▇▇▇▇▇▇ will perform Services (i) with reasonable care, prudence and diligence and in good faith, (ii) without negligence, fraud, willful misconduct or willful omission, and at least at the same standard of care as ▇.▇. ▇▇▇▇▇▇ provides for itself and/or ▇.▇. ▇▇▇▇▇▇ Affiliates with respect to similar services, (iii) in a manner that is reasonably designed to meet ▇.▇. ▇▇▇▇▇▇’▇ obligations under this Agreement, and (iv) with the level of skill and care which would be expected from a reasonably skilled and experienced professional provider of the Services (“▇.▇. ▇▇▇▇▇▇’▇ Standard of Care”). (b) ▇.▇. ▇▇▇▇▇▇ will only be liable for the Customer’s or Fund’s direct Liabilities and only to the extent they result from breach of ▇.▇. ▇▇▇▇▇▇’▇ Standard of Care in performing its duties as set out in this Agreement or the breach of any representations, warranties or the confidentiality obligations set forth herein. (c) Under no circumstances will ▇.▇. ▇▇▇▇▇▇ be liable for (i) any loss of profits (whether direct or indirect) or (ii) any indirect, incidental, consequential or special damages 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 or resulting from ▇.▇. ▇▇▇▇▇▇’▇ performance or non-performance under this Agreement, or J.P. Morgan’s role as custodian or banker or service provider to the Customer or the Fund. (d) Under no circumstances will a Customer be liable for (i) any loss of profits (whether direct or indirect) or (ii) any indirect, incidental, consequential or special damages 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 Customer’s actions or omissions under this Agreement, provided that this Subsection 7.1(d) shall not apply to any Liability owing to a third party asserting a claim against J.P. Morgan for which J.P. Morgan is entitled to be indemnified under this Agreement. (e) The Customer, on behalf of a Fund, will indemnify the J.P. Morgan Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the J.P. Morgan Indemnitees in connection with or arising out of (i) J.P. Morgan’s performance under this Agreement, provided that the J.P. Morgan Indemnitee has satisfied J....

WHEN ▇. ▇. ▇▇▇▇▇▇▇ Company, Inc. or its customer intends to perform verification at the supplier’s premises, ▇.▇. ▇▇▇▇▇▇▇ Company, Inc. will first state the intended verification arrangements and the method of product release. This information is communicated on the ▇.▇. ▇▇▇▇▇▇▇ Company, Inc. Purchase Order or via another acceptable purchasing arrangement.

WHEN ▇. ▇. ▇▇▇▇▇▇ IS LIABLE TO THE CUSTOMER 20 8. TAXATION 21

WHEN ▇. ▇. ▇▇▇▇▇▇ IS LIABLE TO LENDER

WHEN ▇. ▇. ▇▇▇▇▇▇ IS LIABLE TO THE CUSTOMER 7.1 Standard of Care; Liability (a) ▇.▇. ▇▇▇▇▇▇ will use reasonable care in performing its obligations under this Agreement. ▇.▇. ▇▇▇▇▇▇ will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care. Global Custody Agreement – New York – General – May 2012 (b) ▇.▇. ▇▇▇▇▇▇ will be liable for the Customer’s direct damages to the extent they result from ▇.▇. ▇▇▇▇▇▇’▇ 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 ▇.▇. ▇▇▇▇▇▇ 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, ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement, or ▇.▇. ▇▇▇▇▇▇’▇ role as custodian. (c) The Customer will indemnify the ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the ▇.▇. ▇▇▇▇▇▇ Indemnitees in connection with or arising out of (i) ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement, provided the ▇.▇. ▇▇▇▇▇▇ Indemnitees have not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question or (ii) any ▇.▇. ▇▇▇▇▇▇ Indemnitee’s status as a holder of record of the Customer’s Financial Assets. Nevertheless, the Customer will not be obligated to indemnify any ▇.▇. ▇▇▇▇▇▇ Indemnitee under the preceding sentence with respect to any Liability for which ▇.▇. ▇▇▇▇▇▇ is liable under Section 5.2(a) of this Agreement. (d) The Customer agrees that ▇.▇. ▇▇▇▇▇▇ 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 (iv) evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to wh...