LIMITATION OF LIABILITY OF CUSTODIAN. A. Custodian shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. Custodian shall not be responsible for, and the Fund shall indemnify and hold Custodian harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability which may be asserted against Custodian, incurred by Custodian or for which Custodian may be held to be liable, arising out of or attributable to:
LIMITATION OF LIABILITY OF CUSTODIAN. A. Custodian shall hold harmless and indemnify Fund from and against any loss or liability arising out of Custodian's negligence or bad faith. Custodian shall not be liable for consequential damages, special, or punitive damages. Custodian may request and obtain the advice and opinion of counsel for Fund, or of its own counsel with respect to questions or matters of law, and it shall be without liability to Fund for any action taken or omitted by it in good faith, in conformity with such advice or opinion. If Custodian reasonably believes that it could not prudently act according to the instructions of the Fund or the Fund's counsel, it may in its discretion, with notice to the Fund, not act according to such instructions.
LIMITATION OF LIABILITY OF CUSTODIAN. A. Custodian shall hold harmless and indemnify Fund from and against any loss or liability arising out of Custodian's failure to comply with the terms of this Agreement or arising out of Custodian's negligence, willful misconduct, or bad faith. Custodian may request and obtain the advice and opinion of counsel for Fund or of its own counsel with respect to questions or matters of law, and it shall be without liability to Fund for any action taken or omitted by it in good faith, in conformity with such advice or opinion.
LIMITATION OF LIABILITY OF CUSTODIAN. A. Custodian shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. Custodian shall not be responsible for, and the applicable Fund shall indemnify and hold Custodian harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability which may be asserted against Custodian, incurred by Custodian or for which Custodian may be held to be liable, arising out of or attributable to: 1. All actions taken by Custodian pursuant to this Agreement or any instructions provided to it hereunder, provided that Custodian has acted in good faith and with due diligence and reasonable care; and 2. The Fund's refusal or failure to comply with the terms of this Agreement (including without limitation the Fund's failure to pay or reimburse Custodian under this indemnification provision), the Fund's negligence or willful misconduct, or the failure of any representation or warranty of the Fund hereunder to be and remain true and correct in all respects at all times. B. Custodian may request and obtain at the expense of the applicable Fund the advice and opinion of counsel for such Fund or of its own counsel with respect to questions or matters of law, and it shall be without liability to such Fund for any action taken or omitted by it in good faith, in conformity with such advice or opinion. If Custodian reasonably believes that it could not prudently act according to the instructions of any Fund or the Fund's accountants or counsel, it may in its discretion, with notice to the Fund, not act according to such instructions.
LIMITATION OF LIABILITY OF CUSTODIAN. A. Notwithstanding any other provisions of this Agreement, Custodian will hold harmless and indemnify Fund from and against any loss or liability, including attorney's fees, arising out of Custodian's breach of this Agreement or its negligence, willful misconduct or bad faith. Custodian shall not be liable for consequential, special, or punitive damages. Custodian may request and obtain the advice and opinion of counsel for Fund, or of its own counsel with respect to questions or matters of law, and it shall be without liability to Fund for any action taken or omitted by it in good faith, in conformity with such advice or opinion. If Custodian reasonably believes that it could not prudently act according to the instructions of the Fund or the Fund's counsel, it may in its discretion, with notice to the Fund, not act according to such instructions.
LIMITATION OF LIABILITY OF CUSTODIAN. A. Custodian shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. Custodian shall hold harmless and indemnify Fund from and against any loss or liability arising out of Custodian's negligence, willful misconduct, or bad faith. Custodian shall not be responsible for, and the Fund shall indemnify and hold Custodian harmless from and against, any loss or liability arising out of actions taken by Custodian pursuant to this Agreement or any instructions provided to it hereunder, provided that Custodian has acted in good faith and with due diligence and reasonable care. Neither party shall be liable to the other for consequential, special or punitive damages. Custodian may request and obtain the advice and opinion of counsel for Fund, or of its own counsel with respect to questions or matters of law, and it shall be without liability to Fund for any action taken or omitted by it in good faith, in conformity with such advice or opinion. If Custodian reasonably believes that it could not prudently act according to the instructions of the Fund or the Fund's counsel, it may in its discretion, with notice to the Fund, not act according to such instructions.
LIMITATION OF LIABILITY OF CUSTODIAN. A. Custodian shall hold harmless and indemnify Fund from and against any loss or liability arising out of Custodian's negligence or bad faith. Custodian may request and obtain the advice and opinion of counsel for Fund, or of its own counsel with respect to questions or matters of law, and it shall be without liability to Fund for any action taken or omitted by it in good faith, in conformity with such advice or opinion. If Custodian reasonably believes that it could not prudently act according to the instructions of the Fund or the Fund's counsel, it may in its discretion, with notice to the Fund, not act according to such instructions.
LIMITATION OF LIABILITY OF CUSTODIAN. A. Custodian shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. Custodian shall not be responsible for, and the Fund shall indemnify and hold Custodian harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability which may be asserted against Custodian, incurred by Custodian or for which Custodian may be held to be liable, arising out of or attributable to: 1. All actions taken by Custodian pursuant to this Agreement or any instructions provided to it hereunder, provided that Custodian has acted in good faith and with due diligence and reasonable care; and 2. The Fund's refusal or failure to comply with the terms of this Agreement (including without limitation the Fund's failure to pay or reimburse Custodian under this indemnification provision), the Fund's negligence or willful misconduct, or the failure of any representation or warranty of the Fund hereunder to be 662597.1 28
LIMITATION OF LIABILITY OF CUSTODIAN. BNY Trust Company of Canada has entered into this Agreement in its capacity as Custodian. No property or assets of BNY Trust Company of Canada, whether beneficially owned by it in its individual capacity or otherwise, will be subject to levy, execution or other enforcement procedure with regard to any of its obligations hereunder. No recourse may be had or taken, directly or indirectly, against BNY Trust Company of Canada, in its individual capacity, or any incorporator, shareholder, officer, director, employee or agent of BNY Trust Company of Canada or of any predecessor or successor of BNY Trust Company of Canada or its respective property and assets with regard to any of its obligations hereunder. Any reference in this Section 10.16 to “
LIMITATION OF LIABILITY OF CUSTODIAN. 12.1 The Custodian shall not in the absence of bad faith, willful misconduct or gross negligence on its part be liable for any damage, loss, claims, proceedings, demands, liabilities, costs or expenses whatsoever suffered or incurred by the Company arising directly or indirectly out of any error of judgment or oversight or mistake of law on the part of the Custodian, made or committed in good faith in the performance of its duties hereunder, and the Custodian shall not in the absence of bad faith, willful misconduct or gross negligence on its part, be responsible for any damage, loss, claims, proceedings, demands, liabilities, costs or expenses whatsoever which the Company may incur or suffer directly or indirectly as the result of or in the course of the discharge of its duties hereunder.
