Amendment. This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY Mellon and
a the Trust.
13. 16 14. Assignment; Subcontracting. (a) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable or delegable by
any Trust without the written consent of BNY Mellon, or by BNY Mellon either party without the written consent of
... the affected Trust. other party. (b) Notwithstanding the foregoing: (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate, Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY Mellon gives the relevant Trust thirty (30) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities hereunder; and (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of a the Trust and (B) limit BNY Mellon's liability such that BNY Mellon shall only be liable for failure to reasonably select such unaffiliated third party, and BNY Mellon shall have no liability for any acts or omissions to act of such unaffiliated third party; and (iv) BNY Mellon, in the course of providing certain additional services requested by the Trust, including but not limited to, Typesetting services ("Vendor Eligible Services") as further described in Schedule I, may in its sole discretion, enter into an agreement or agreements with a financial printer, or electronic services provider ("Vendor") to provide BNY Mellon with the ability to generate certain reports or provide certain functionality. BNY Mellon shall not relieve be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon of its liabilities hereunder. (c) Notwithstanding the foregoing, (i) a Trust or any Fund may assign this Agreement to, and the Agreement Vendor for the provision of such services is then-currently in effect, and shall only be liable for the failure to reasonably select the Vendor. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and the Trust is free to attempt to contract 17 directly with the Vendor for the provision of the Vendor Eligible Services. (c) As compensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, the Trust will pay to BNY Mellon such fees as may be assumed by, a successor or survivor of a merger, consolidation, conversion, reorganization, redomestication, or acquisition of substantially all of the assets of any Fund, upon such succession or transaction and without any appointment or other action agreed to in writing by the Trust on behalf of such Fund, or and BNY Mellon. In turn, BNY Mellon and (ii) a Trust may assign or transfer this Agreement to any Invesco affiliate, provided will be responsible for paying the Vendor's fees. For the avoidance of doubt, BNY Mellon anticipates that the Trust gives BNY Mellon thirty (30) days' prior written notice of such assignment or transfer and fees it charges hereunder will be more than the assignee or transferee agrees fees charged to be bound it by all terms of this Agreement in place of a Trust. 14. Governing Law; Consent to Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. Each Trust Vendor, and BNY Mellon hereby consents will retain the difference between the amount paid to BNY Mellon hereunder and the fees BNY Mellon pays to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. To Vendor as compensation for the extent that in any jurisdiction a Trust or additional services provided by BNY Mellon may now or hereafter be entitled in the course of making the Vendor Eligible Services available to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, a Trust and BNY Mellon each irrevocably agrees not to claim, and each hereby waives, such immunity. the Trust.
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Amendment. This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY Mellon and
a the Trust.
13. 14. Assignment; Subcontracting. (a) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective
permitted successors and assigns; provided, however, that this Agreement shall not be assignable or delegable by
any Trust without the written consent of BNY Mellon, or by BNY Mellon either party without the written
... consent of the affected Trust. other party. (b) Notwithstanding the foregoing: (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate, Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY Mellon gives the relevant Trust thirty (30) at least ninety (90) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the type, quality, nature, or provision of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities hereunder; and (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of a an Authorized Person of the Trust and (B)limit BNY Mellon's liability such that BNY Mellon shall only be liable for failure to reasonably select such unaffiliated third party, and BNY Mellon shall have no liability for any acts or omissions to act of such unaffiliated third party; and (c) BNY Mellon, in the course of providing certain additional services requested by a Fund, including but not limited to, Typesetting or eBoard Book services ("Vendor Eligible Services") as further described in Schedule I attached hereto, may in its sole discretion, enter into an agreement or agreements with a financial printer, or electronic services provider ("Vendor") to provide BNY Mellon with the ability to generate certain reports or provide certain functionality. BNY Mellon shall not relieve BNY Mellon of its liabilities hereunder. (c) Notwithstanding the foregoing, (i) a Trust or be obligated to perform any Fund may assign this Agreement to, and the Agreement may be assumed by, a successor or survivor of a merger, consolidation, conversion, reorganization, redomestication, or acquisition of substantially all of the assets of any Fund, upon such succession or transaction and without any appointment or other action by the Trust on behalf of such Fund, or Vendor Eligible Services unless an agreement between BNY Mellon and (ii) the Vendor for the provision of such services is then-currently in effect, and shall only be liable for the failure to reasonably select the Vendor. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and a Trust Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services. (d) As compensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, the Fund will pay to BNY Mellon, or cause the Sponsor or other party to pay to BNY Mellon, such fees as may assign or transfer this Agreement be agreed to any Invesco affiliate, provided in writing by the Fund and BNY Mellon. In turn, BNY Mellon will be responsible for paying the Vendor's fees. For the avoidance of doubt, BNY Mellon anticipates that the Trust gives BNY Mellon thirty (30) days' prior written notice of such assignment or transfer and fees it charges hereunder will be more than the assignee or transferee agrees fees charged to be bound it by all terms of this Agreement in place of a Trust. 14. Governing Law; Consent to Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. Each Trust Vendor, and BNY Mellon hereby consents will retain the difference between the amount paid to BNY Mellon hereunder and the fees BNY Mellon pays to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. To Vendor as compensation for the extent that in any jurisdiction a Trust or additional services provided by BNY Mellon may now or hereafter be entitled in the course of making the Vendor Eligible Services available to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, a Trust and BNY Mellon each irrevocably agrees not to claim, and each hereby waives, such immunity. the Fund.
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Amendment. This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY Mellon and
a Trust. 13. Assignment; Subcontracting. (a) the Trust to be bound thereby, and authorized or approved by the Trust's Sponsor. (b) This Agreement shall
extend inure to
the benefit of and
shall be binding upon the parties
hereto, and their respective
permitted successors and
assigns; provided, however, that this Agreement shall not be assignable or delegable by any Trust... without the written consent of BNY Mellon, or by BNY Mellon without the written consent of the affected Trust. (b) assigns. (c) Notwithstanding the foregoing: (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate, provided that BNY Mellon gives the relevant Trust thirty (30) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities hereunder; and (iii) for the avoidance of doubt, BNY Mellon will be liable for any costs, expenses, damages, liabilities or claims incurred by the Trust and/or a Fund as a result of the acts or failures to act by any BNY Mellon Affiliate to the extent that BNY Mellon itself would itself be liable for such acts or omissions under this Agreement had it performed or not performed the relevant act or omission itself; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall require the prior written consent of the Trust; and (iii) BNY Mellon, in the course of providing certain additional services requested by a Trust Fund, including but not limited to, Typesetting or eBoard Book services ("Vendor Eligible Services") as further described in Schedule I, may in its sole discretion, enter into an agreement or agreements with a financial printer, or electronic services provider ("Vendor") to provide BNY Mellon with the ability to generate certain reports or provide certain functionality. BNY Mellon shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and the Vendor for the provision of such services is then-currently in effect, and shall not relieve only be liable for the failure to reasonably select the Vendor. Upon request, BNY Mellon will disclose the identity of its liabilities hereunder. (c) Notwithstanding the foregoing, (i) a Trust or any Fund may assign this Agreement to, Vendor and the Agreement status of the contractual relationship, and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services. (d) As compensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, the Trust will pay to BNY Mellon such fees as may be assumed by, a successor or survivor of a merger, consolidation, conversion, reorganization, redomestication, or acquisition of substantially all of the assets of any Fund, upon such succession or transaction and without any appointment or other action agreed to in writing by the Trust on behalf of such Fund, or and BNY Mellon. In turn, BNY Mellon and (ii) a Trust may assign or transfer this Agreement to any Invesco affiliate, provided will be responsible for paying the Vendor's fees. For the avoidance of doubt, BNY Mellon anticipates that the Trust gives BNY Mellon thirty (30) days' prior written notice of such assignment or transfer and fees it charges hereunder will be more than the assignee or transferee agrees fees charged to be bound it by all terms of this Agreement in place of a Trust. 14. Governing Law; Consent to Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. Each Trust Vendor, and BNY Mellon hereby consents will retain the difference between the amount paid to BNY Mellon hereunder and the fees BNY Mellon pays to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. To Vendor as compensation for the extent that in any jurisdiction a Trust or additional services provided by BNY Mellon may now or hereafter be entitled in the course of making the Vendor Eligible Services available to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, a Trust and BNY Mellon each irrevocably agrees not to claim, and each hereby waives, such immunity. the Trust.
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