Common use of Fund Indemnification Obligation Clause in Contracts

Fund Indemnification Obligation. Chase shall not be responsible for, and the Fund shall indemnify and hold Chase harmless from, any and all losses, damages, costs, charges, reasonable attorneys' fees, payments, expenses and liability arising out of or attributable to: (1) All actions of Chase or its agents or subcontractors required to be taken pursuant to this Agreement unless such actions are taken in bad faith or with negligence or willful misconduct; (2) The Fund's refusal or failure to comply with the terms of this Agreement, or the Fund's lack of good faith, negligence or willful misconduct, or the breach of any representation or warranty of the Fund hereunder; (3) The reliance on or use by Chase or its agents or subcontractors of information, records or documents which are received by Chase or its agents or subcontractors and furnished to it by or on behalf of the Fund, and which have been prepared or maintained by the Fund or any other person or firm (other than Chase or its agents or subcontractors) on behalf of the Fund; (4) The reliance on, or the carrying out by Chase or its agents or subcontractors of, any instructions or requests of the Fund which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Fund; and (5) The offer or sale of Shares by the Fund in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any federal agency or any state agency with respect to the offer or sale of such Shares in such state.

Fund Indemnification Obligation. Chase shall not be responsible for, and ------------------------------- the Fund shall indemnify and hold Chase harmless from, any and all losses, damages, costs, charges, reasonable attorneys' fees, payments, expenses and liability arising out of or attributable to: (1) All actions of Chase or its agents or subcontractors required to be taken pursuant to this Agreement unless such actions are taken in bad faith or with negligence or willful misconduct; (2) The Fund's refusal or failure to comply with the terms of this Agreement, or the Fund's lack of good faith, negligence or willful misconduct, or the breach of any representation or warranty of the Fund hereunder; (3) The reliance on or use by Chase or its agents or subcontractors of information, records or documents which are received by Chase or its agents or subcontractors and furnished to it by or on behalf of the Fund, and which have been prepared or maintained by the Fund or any other person or firm (other than Chase or its agents or subcontractors) on behalf of the Fund; (4) The reliance on, or the carrying out by Chase or its agents or subcontractors of, any instructions or requests of the Fund which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Fund; and (5) The offer or sale of Shares by the Fund in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any federal agency or any state agency with respect to the offer or sale of such Shares in such state.