9.2 You shall not be liable for any error in judgment, for any act done or step taken or omitted by You in good faith, for any mistake of fact or law or for anything which You may do or refrain from doing in connection herewith except arising out of your bad faith or willful misconduct.
9.3 In the event TSX Trust is in breach of this Agreement or its duties hereunder or any agreement or duties relating to any other services that TSX Trust may provide to in connection with or in any way relating to this Agreement or TSX Trusts duties hereunder, TSX Trust shall be liable for claims or damages only to an aggregate maximum amount equal to the amount of fees paid by Parent to TSX Trust hereunder in the twelve months preceding the last of the events giving rise to such claims or damages, except to the extent that TSX Trust has acted in bad faith or engaged in willful misconduct. In no event shall TSX Trust be liable for indirect, consequential, special loss or damage of any kind whatsoever (including but not limited to lost profits), even if TSX Trust has been advised of such loss or damage and regardless of the form of its action.
9.4 Notwithstanding any other provision in this Agreement, this indemnity shall survive the termination of this Agreement or your removal or resignation in connection with any and all of your duties and obligations under this Agreement.
9.5 You shall retain the right not to act and shall not be liable for refusing to act under this Agreement if, due to a lack of information or for any other reason whatsoever, You, in your reasonable judgment, determine that such act might cause You to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, economic sanctions, regulation or guideline. Further, should You, in your reasonable judgment, determine at any time that your acting under this Agreement has resulted in your being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, economic sanctions, regulation or guideline, then You shall have the right to resign on 10 days written notice to the Parent and VWE, provided (i) that your written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to your reasonable satisfaction within such 10 day period, then such resignation shall not be effective.
10.1 Parent shall be solely responsible for all tax processing relating to or arising from the duties or actions contemplated by this Agreement, including evaluation, reporting, remittance, filing, and issuance of tax slips, summaries and reports, except as is specifically delegated to You pursuant to this Agreement or as may be agreed subsequently, as confirmed in writing by the parties.
10.2 You shall process only such tax matters as have been specifically delegated to You pursuant to this Agreement or as may be agreed subsequently, and, in so doing, You do not undertake to carry out any inquiry, evaluation, reporting, remittance, filing or issuance of tax slips, summaries and reports necessarily incidental thereto, which shall remain the sole responsibility of Parent. You shall be entitled to rely upon and assume, without further inquiry or verification, the accuracy and completeness of any tax processing information, documentation or instructions received by You, directly or indirectly, from or on behalf of the VWE or Parent. It is agreed that any such direction must be supplied to You prior to processing any deposits of the VWE Shares.