Common use of Indemnification by the Funds Clause in Contracts

Indemnification by the Funds. Each Fund shall indemnify CSS and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by CSS that result from: (i) any claim, action, suit or proceeding in connection with CSS’s entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by CSS in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of CSS upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; or (iv) any error, omission, inaccuracy or other deficiency of any information provided to CSS by the Trust, or the failure of the Trust to provide or make available any information requested by CSS knowledgeably to perform its functions hereunder; PROVIDED, that CSS shall not be entitled to such indemnification (x) in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CSS and (y) to the extent that CSS is entitled to reimbursement or indemnification for such losses under any liability insurance policy described in this Agreement or otherwise. In order that the indemnification provisions contained in Sections 10 shall apply, upon the assertion of an indemnification claim, CSS shall promptly notify the Trust of such assertion, and shall keep the Trust advised with respect to all developments concerning such claim. The Trust shall have the option to participate with CSS in the defense of such claim or to defend against said claim in its own name or that of CSS. CSS shall in no case confess any claim or make any compromise in any case in which the Trust may be required to indemnify it except with the Trust’s written consent, which consent shall not be unreasonably withheld.

Indemnification by the Funds. Each Subject to the limitations set forth in this Agreement, the Fund shall agrees to indemnify CSS and hold it harmless Custodian and its nominees from and against any and all losses, damages damages, and expenses, expenses (including reasonable attorneys’ fees and expenses, ' fees) suffered or incurred by CSS that result from: (i) any claimCustodian or its nominee caused by or arising from actions taken by Custodian, actionits employees, suit or proceeding in connection with CSS’s entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by CSS agents in the performance of its duties and obligations hereunder under this Agreement (including, but not limited to, any indemnification obligations undertaken by Custodian under any relevant subcustodian agreement; provided however that such indemnity shall not apply to the extent Custodian is liable under Sections 6 or 7 hereof). If any Fund requires Custodian to take any action with respect to Assets, which involves the payment of money or which may (in the opinion of Custodian) result in Custodian or its nominee assigned to such Fund being liable for the payment of money or incurring liability of some other form, such Fund shall provide indemnity to Custodian in an amount and form satisfactory to it as a prerequisite to requiring Custodian to take such action. Each Fund shall indemnify and hold harmless Custodian for any action Custodian takes or does not take in reliance upon directions, Instructions, or Special Instructions (including but not limited to Instructions or Special Instructions to prepare, sign, and submit Subscription Agreements or other Writings on behalf of the Manager or the Fund; ), except for such action or inaction resulting from Custodian’s (1) gross negligence or willful misconduct or (iii2) following an Instruction or Written Instruction expressly forbidden by this Agreement. Each Fund shall indemnify and hold harmless Custodian for any action of CSS upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative claim against Custodian arising out of the Trust with respect to such Fund; or (iv) any error, omission, inaccuracy or other deficiency of any information provided to CSS investment by the TrustFund in an underlying fund for which Subscription Agreements are prepared, signed, or the failure of the Trust to provide or make available any information requested submitted by CSS knowledgeably to perform its functions hereunder; PROVIDED, that CSS shall not be entitled to such indemnification (x) in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CSS and (y) to the extent that CSS is entitled to reimbursement or indemnification for such losses under any liability insurance policy described in this Agreement or otherwise. In order that the indemnification provisions contained in Sections 10 shall apply, upon the assertion of an indemnification claim, CSS shall promptly notify the Trust of such assertion, and shall keep the Trust advised with respect to all developments concerning such claim. The Trust shall have the option to participate with CSS in the defense of such claim or to defend against said claim in its own name or that of CSS. CSS shall in no case confess any claim or make any compromise in any case in which the Trust may be required to indemnify it except with the Trust’s written consent, which consent shall not be unreasonably withheldCustodian.

Indemnification by the Funds. Each Fund shall indemnify CSS and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ ' fees and expenses, incurred by CSS that result from: (i) any claim, action, suit or proceeding in connection with CSS’s 's entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by CSS in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of CSS upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; or (iv) any error, omission, inaccuracy or other deficiency of any information provided to CSS by the Trust, or the failure of the Trust to provide or make available any information requested by CSS knowledgeably to perform its functions hereunder; PROVIDED, that CSS shall not be entitled to such indemnification (x) in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CSS and (y) to the extent that CSS is entitled to reimbursement or indemnification for such losses under any liability insurance policy described in this Agreement or otherwise. In order that the indemnification provisions contained in Sections 10 shall apply, upon the assertion of an indemnification claim, CSS shall promptly notify the Trust of such assertion, and shall keep the Trust advised with respect to all developments concerning such claim. The Trust shall have the option to participate with CSS in the defense of such claim or to defend against said claim in its own name or that of CSS. CSS shall in no case confess any claim or make any compromise in any case in which the Trust may be required to indemnify it except with the Trust’s 's written consent, which consent shall not be unreasonably withheld.

Indemnification by the Funds. Each Fund shall indemnify CSS CFA and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ ' fees and expenses, incurred by CSS CFA that result from: (i) any claim, action, suit or proceeding in connection with CSS’s CFA's entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by CSS CFA in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of CSS CFA upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; or (iv) any error, omission, inaccuracy or other deficiency of any information provided to CSS CFA by the Trust, or the failure of the Trust to provide or make available any information requested by CSS CFA knowledgeably to perform its functions hereunder; PROVIDED, that CSS CFA shall not be entitled to such indemnification (x) in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CSS CFA and (y) to the extent that CSS is entitled to CFA has collected reimbursement or indemnification for such losses under any liability insurance policy described in this Agreement or otherwise. In order that the indemnification provisions contained in Sections 10 11 shall apply, upon the assertion of an indemnification claim, CSS CFA shall promptly notify the Trust of such assertion, and shall keep the Trust advised with respect to all developments concerning such claim. The Trust shall have the option to participate with CSS CFA in the defense of such claim or to defend against said claim in its own name or that of CSSCFA. CSS CFA shall in no case confess any claim or make any compromise in any case in which the Trust may be required to indemnify it except with the Trust’s 's written consent, which consent shall not be unreasonably withheld.