By the Trust. The Trust represents and warrants that:
1. It is duly organized, existing and in good standing under the laws of the jurisdiction in which it was formed;
2. It has the power and authority under applicable laws and by its organizational documents to enter into and perform this Agreement;
3. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
4. With respect to each Portfolio, it is an investment company properly registered under the 1940 Act;
5. A registration statement under the 1940 Act (and if Shares of the Portfolio are offered publicly, under the Securities Act of 1933, as amended (the “1933 Act”)) has been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its Shares have been made;
6. No legal or administrative proceedings have been instituted or threatened which would impair the Trust’s ability to perform its duties and obligations under this Agreement;
7. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; and
8. As of the close of business on the date of this Agreement, the Trust is authorized to issue its Shares.
By the Trust. The Trust, on behalf of the Fund, shall indemnify and hold ACS (including any affiliate of ACS), and the directors, trustees, officers and employees of ACS, harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (“Losses”) arising out of or attributable to:
(a) the Trust’s, its agent’s, or the Fund’s refusal or failure to comply with the provisions of this Agreement or applicable law;
(b) the bad faith, negligence or willful misconduct of the Trust, its agent, or Fund; or
(c) the breach of any representation or warranty of the Trust on behalf of itself or the Fund hereunder, in each case except to the extent such Losses arise out of or are attributable to another party’s breach of any provision of this Agreement or the bad faith, negligence or willful misconduct of another party in performing its obligations hereunder.
By the Trust. The Trust shall indemnify and hold harmless Distributor and any officer, director or employee of Distributor against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which Distributor and/or any such person may become subject, under any statute or regulation, any NASD rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:
(1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, contained in any Registration Statement or in any Prospectus; provided that the Trust shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon information furnished in writing to the Trust by Distributor specifically for use in the preparation of any such Registration Statement or any amendment thereof or supplement thereto;
(2) result from any breach by the Trust of any provision of this Agreement. This indemnification agreement shall be in addition to any liability that the Trust may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.
By the Trust. (i) The Trust agrees to indemnify and hold the Sub-Adviser, its officers and directors, and any person who controls the Sub-Adviser within the meaning of Section 15 of the 1933 Act (each, a “Sub-Adviser Indemnitee”) harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys’ fees) arising out of any claim, demand, action, suit or proceeding arising out of any misrepresentation of a material fact or the omission of a fact necessary to make information not misleading in the Registration Statement, any proxy statement, or any annual or semi-annual report to investors in the Fund (other than a misstatement or omission relating to disclosure about the Sub-Adviser approved by the Sub-Adviser or provided to the Adviser or the Trust by the Sub-Adviser).
(ii) As to any matter disposed of by settlement or a compromise payment by such Sub-Adviser Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Sub-Adviser Indemnitee appears to have acted in good faith in the reasonable belief that such Sub-Adviser Indemnitee’s action was in the best interests of the Trust and did not involve willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Sub-Adviser Indemnitee’s position (such conduct, “Disabling Conduct”). With respect to any action, suit or other proceeding voluntarily prosecuted by any Sub-Adviser Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Sub-Adviser Indemnitee was authorized by a majority of the full Board of Trustees of the Trust. Notwithstanding the foregoing, the Trust shall not be obligated to provide any such indemnification to the extent such provision would waive any right that the Trust cannot lawfully waive.
(iii) All determinations with respect to indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body of competent jurisdiction before whom the proceeding was brought that such Sub-Adviser Indemnitee is not liable by reason of Disabling Conduct or, (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Trustees of the Trust who are neither “interested persons” of the Trust (as de...
By the Trust. The Trust represents and warrants that:
1. It is a business trust, duly organized, existing and in good standing under the laws of Delaware;
2. It has the power and authority under applicable laws and by its Agreement and Declaration of Trust to enter into and perform this Agreement;
3. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
4. With respect to each Portfolio, it is an investment company properly registered under the 1940 Act;
5. A registration statement under the 1933 Act and the 1940 Act has been filed and will be effective and remain effective during the term of this Agreement. The Trust also warrants that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been made;
6. No legal or administrative proceedings have been instituted or threatened which would impair the Trust's ability to perform its duties and obligations under this Agreement;
7. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; and
8. As of the close of business on the date of this Agreement, the Trust is authorized to issue shares of capital stock.
By the Trust. The Trust may, by not less than thirty (30) days written notice of termination to the Service Provider (except in the event listed in paragraph (f) below, for which there shall be only notice of not less than sixty (60) days) such notice to be given after the occurrence of any of the events specified in paragraphs (a) through (f) of this Clause GCC 2.9.1, terminate this Contract.
(a) If the Service Provider fails to remedy a failure in the performance of its obligations hereunder, as specified in a notice of suspension pursuant to Clause 2.8 hereinabove, within thirty (30) days of receipt of such notice of suspension or within such further period as the Trust may have subsequently approved in writing.
(b) If the Service Provider becomes insolvent or bankrupt or enter into any agreements with their creditors for relief of debt or take advantage of any law for the benefit of debtors or go into liquidation or receivership whether compulsory or voluntary.
(c) If the Service Provider submits to the Trust a statement which has a material effect on the rights, obligations or interests of the Trust and which the Service Provider knows to be false.
(d) If, as the result of Force Majeure, the Service Providers are unable to perform a material portion of the Services for a period of not less than sixty (60) days; or
(e) If the Service Providers act to the contrary to the terms and conditions of this contract.
(f) If the Trust, in its judicious discretion and for any reasons what so ever, decides to terminate this Contract.
(g) In the event of delist /de-empanelment of the Network Hospital, this contract Agreement will automatically be terminated without any further notice. The above termination clause is subject to the orders of the Govt. of the State of Andhra Pradesh. The orders of the Govt. may prevail upon the provisions of this contract.
By the Trust. The Trust shall indemnify and hold harmless the Custodian and its directors, officers, employees and agents from and against any loss or damage (including, without limitation, liability arising under the 1933 Act, the 1934 Act, and any state or foreign securities and/or banking laws) or claim arising directly or indirectly (i) from the fact that any of the Fund's Securities are registered in the name of the Custodian, or (ii) from any action or inaction by the Custodian (x) at the request or direction of or in reliance on the advice of the Fund; (y) upon Proper Instructions; or (z) generally, from the performance of its obligations under this Agreement, except such losses or damages as may arise from the negligent action or omission, bad faith, willful misconduct or breach of this Agreement by the Custodian or any of its directors, officers, employees and agents. The Custodian shall be entitled to rely on and may act upon the advice and opinion of counsel on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice or opinion of counsel. The provisions under this paragraph shall survive the termination of this Agreement.
By the Trust. The Trust, on behalf of each Fund, shall indemnify and hold the Service Provider, the Dealer (including any affiliate of the foregoing), and the directors, trustees, officers and employees of the Service Provider and the Dealer harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities ("Losses") arising out of or attributable to:
(a) the Trust's, its agent's, or the Fund's refusal or failure to comply with the provisions of this Agreement or applicable law;
(b) the bad faith, negligence or willful misconduct of the Trust, its agent, or any Fund; or
(c) the breach of any representation or warranty of the Trust on behalf of itself or a Fund hereunder, in each case except to the extent such Losses arise out of or are attributable to another party's breach of any provision of this
By the Trust. (a) The Trust represents and warrants that the offer and sale of Portfolio shares sold pursuant to this Agreement are registered under the 1933 Act and are duly authorized for issuance in accordance with applicable law, and that the Trust is and shall remain registered under the 1940 Act for so long as the Portfolio shares are sold. The Trust further represents and warrants that it is an unincorporated business trust duly organized and in good standing under the laws of Delaware. The Trust shall amend the Trust Registration Statement under the 1933 Act and the 1940 Act from time to time as required in order to effect, for so long as Portfolio shares are sold, the continuous offering of Portfolio shares as described in the Trust's then currently effective prospectus. The Trust shall register and qualify Portfolio shares for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Trust.
(b) The Trust represents that it will make best efforts to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and to maintain such qualification (under Subchapter M or any successor or similar provision), and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.
(c) The Trust's Portfolio shares currently do not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, or in contravention of such rule, although to the extent permitted and in conformity with the requirements under the 1940 Act it may make such payments in the future.
(d) The Trust makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states, except that the Trust represents that its operations are and shall at all times remain in material compliance with the applicable corporation and trust laws of the State of Delaware to the extent required to perform this Agreement.
By the Trust. The Trustee, on behalf of the Trust, represents and warrants that:
(a) the Trustee is a limited liability company organized and existing and in good standing under the laws of the State of New Hampshire;
(b) the Trustee has full power, authority and legal right to execute and deliver this Agreement and has taken all necessary action to authorize the execution and delivery by it of this Agreement;
(c) the execution and delivery by the Trustee of this Agreement: (i) will not violate any provision of any United States federal law or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets; (ii) will not violate any provision of the articles of incorporation or by-laws of the Trustee or any terms of the Trust Agreement; and (iii) will not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any lien on any properties included in the Trust Assets pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on the Trustee’s performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein.
(d) There is no litigation pending nor, to the Trustee’s knowledge, is any litigation threatened against the Trust to any of the matters which are the subject of this Agreement or which is reasonably likely to impact the Trust's ability to perform hereunder; and
