Common use of FTC Clause in Contracts

FTC. shall exercise reasonable care in the performance of its duties under this Agreement and shall comply in all material respects with all applicable laws and regulations. FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond FTC's control, except a loss resulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance or non-performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, the Trust shall indemnify and hold harmless FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which FTC may sustain or incur or which may be asserted against FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, and against any and all losses resulting from FTC's reliance upon any written or oral instruction provided to FTC by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to FTC and as amended from time to time in writing by resolution of the Board of Directors of the Trust; provided that this indemnification provision shall not apply to any claim, demand, loss, expense, or liability that is a result of FTC's willful misfeasance, bad faith, or negligence in the performance of its duties hereunder, or FTC's reckless disregard of its obligations and duties under this Agreement. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond FTC's control. FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FTC. FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect FTC's premises and operating capabilities at any time during regular business hours of FTC, upon reasonable notice to FTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense, provided that FTC notifies the Trust of all such errors, other than de minimus errors, and the Trust approves in advance in writing FTC's proposal to reprocess and correct such errors.

FTC. shall exercise reasonable care in the performance of its duties under this Agreement and shall comply in all material respects with all applicable laws and regulationsAgreement. FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund Funds in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond FTC's control, except a loss resulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance or non-performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, the Trust Funds shall indemnify and hold harmless FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which FTC may sustain or incur or which may be asserted against FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunderhereunder (i) in accordance with the foregoing standards, and against any and all losses resulting from FTC's or (ii) in reliance upon any written or oral instruction provided to FTC by any duly authorized officer of the TrustFunds, such duly authorized officer to be included in a list of authorized officers furnished to FTC and as amended from time to time in writing by resolution of the Board of Directors Trustees of the Trust; provided that this indemnification provision shall not apply to any claim, demand, loss, expense, or liability that is a result of FTC's willful misfeasance, bad faith, or negligence in the performance of its duties hereunder, or FTC's reckless disregard of its obligations and duties under this AgreementFunds. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond FTC's control. FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FTC. FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Funds shall be entitled to inspect FTC's premises and operating capabilities at any time during regular business hours of FTC, upon reasonable notice to FTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense, provided that FTC notifies the Trust of all such errors, other than de minimus errors, and the Trust approves in advance in writing FTC's proposal to reprocess and correct such errors.

FTC. shall exercise reasonable care and diligence, act in good faith and use its best efforts within reasonable limits in the performance of its duties under this Agreement and shall comply in all material respects with all applicable laws and regulationsAgreement. FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond FTC's control, except a loss resulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance or non-performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, the Trust Funds shall indemnify and hold harmless FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which FTC may sustain or incur or which may be asserted against FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunderhereunder (i) in accordance with the foregoing standards, and against any and all losses resulting from FTC's or (ii) in reliance upon any written or oral instruction provided to FTC which the agent reasonably believes to have been executed by any duly authorized officer of the TrustFunds, such duly authorized officer to be included in a list of authorized officers furnished to FTC and as amended from time to time in writing by resolution of the Board of Directors of the Trust; provided that this indemnification provision shall not apply to any claim, demand, loss, expense, or liability that is a result of FTC's willful misfeasance, bad faith, or negligence in the performance of its duties hereunder, or FTC's reckless disregard of its obligations and duties under this AgreementFunds. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond FTC's control. FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FTC. FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Funds shall be entitled to inspect FTC's premises and operating capabilities capabilities, and any and all of FTC's books and records which relate to any transaction or function performed by FTC pursuant to this agreement, at any time during regular business hours of FTC, upon reasonable notice to FTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense, provided that FTC notifies the Trust of all such errors, other than de minimus errors, and the Trust approves in advance in writing FTC's proposal to reprocess and correct such errors.

FTC. shall exercise reasonable care and act in good faith in the performance of its duties under this Agreement and shall comply in all material respects with all applicable laws and regulationsAgreement. FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond FTC's control, except a loss resulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance or non-performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, the Trust Fund shall indemnify and hold harmless FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which FTC may sustain or incur or which may be asserted against FTC by any person arising out of or attributed to any action taken or omitted to be taken by it in performing the services hereunderhereunder (i) in accordance with the foregoing standards, and against any and all losses resulting from FTC's or (ii) in reliance upon any written or oral instruction for a proper corporate purpose provided to FTC by any duly authorized officer of the TrustFund, such duly authorized officer to be included in a list of authorized officers furnished to FTC and as amended from time to time in writing by resolution of the Board of Directors of the Trust; provided that this indemnification provision shall not apply to any claim, demand, loss, expense, or liability that is a result of FTC's willful misfeasance, bad faith, or negligence in the performance of its duties hereunder, or FTC's reckless disregard of its obligations and duties under this AgreementBoard. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond FTC's control. FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FTC. FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund shall be entitled to inspect FTC's premises and operating capabilities at any time during regular business hours of FTC, upon reasonable notice to FTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense, provided that FTC notifies the Trust of all such errors, other than de minimus errors, and the Trust approves in advance in writing FTC's proposal to reprocess and correct such errors.

FTC. shall exercise reasonable care and act in good faith in the performance of its duties under this Agreement and shall comply in all material respects with all applicable laws and regulationsAgreement. FTC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond FTC's control, except a loss resulting from FTC's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance or non-performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, the Trust Fund shall indemnify and hold harmless FTC from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which FTC may sustain or incur or which may be asserted against FTC by any person arising out of any action taken or omitted to be taken by it in performing the services hereunderhereunder (i) in accordance with the foregoing standards, and against any and all losses resulting from FTC's or (ii) in reliance upon any written or oral instruction provided to FTC by any duly authorized officer of the TrustFund, such duly authorized officer to be included in a list of authorized officers furnished to FTC and as amended from time to time in writing by resolution of the Board of Directors Trustees of the Trust; provided that this indemnification provision shall not apply to any claim, demand, loss, expense, or liability that is a result of FTC's willful misfeasance, bad faith, or negligence in the performance of its duties hereunder, or FTC's reckless disregard of its obligations and duties under this AgreementFund. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, FTC shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond FTC's control. FTC will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FTC. FTC agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust Fund shall be entitled to inspect FTC's premises and operating capabilities at any time during regular business hours of FTC, upon reasonable notice to FTC. Regardless of the above, FTC reserves the right to reprocess and correct administrative errors at its own expense, provided that FTC notifies the Trust of all such errors, other than de minimus errors, and the Trust approves in advance in writing FTC's proposal to reprocess and correct such errors.