Common use of Indemnification and Additional Provisions Clause in Contracts

Indemnification and Additional Provisions. Indemnification. The Subscriber agrees to indemnify, hold harmless and reimburse the Trust, the Trustee, their beneficial owners, shareholders, and their respective directors, officers, employees and agents for any loss, damage, expense, liability, demand, charge or claim, of any kind or nature whatsoever, asserted by any third party against the Trust or the Trustee with respect to the acts, omissions, transactions, duties, obligations or responsibilities of the Subscriber, its officers, directors, managers, trustees, employees, agents, shareholders, members, beneficiaries, or partners concerning this Subscription Agreement and the purchase of the Units pursuant hereto, including without limitation those resulting from any inaccuracy in any of its representations or breach of any of its warranties or representations contained in this Subscription Agreement or any failure by the Subscriber to fulfill any of the covenants or agreements set forth herein. Except as otherwise provided under applicable law, including, without limitation, the Investment Advisers Act of 1940, as amended, and any other applicable federal and state securities laws, the Subscriber shall indemnify and hold harmless the Trust and the Trustee from and against all losses or liabilities (including, without limitation, reasonable attorneys’ fees) asserted by, or on behalf of, the Subscriber or any beneficiary thereof against the Trust, the Trustee, their beneficial owners, shareholders, or any of their officers, directors, employees, shareholders, agents or controlling persons, in connection with this Subscription Agreement, for any act taken or omitted in good faith in discharging their obligations hereunder to the extent that such act or omission does not involve willful misconduct, reckless disregard of their duties, negligence or violation of applicable law.