Common use of Indemnification; Limitation on Damages Clause in Contracts

Indemnification; Limitation on Damages. A. Intermediary shall indemnify and hold harmless the Fund and Distributor and each of their directors, trustees, officers, employees, and each person, if any, who controls any of them within the meaning of the Securities Act of 1933, as amended, against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon: (i) Intermediary’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Intermediary to comply with any provision of this Agreement, the Prospectus, other applicable Fund documentation or applicable laws, rules and regulations; (iii) any material breach by Intermediary of a representation or warranty made in this Agreement; or (iv) any untrue statement or representation made by Intermediary with respect to the Fund or Shares other than statements contained in the Prospectus, advertisements, or supplemental material authorized by Distributor.

Indemnification; Limitation on Damages. A. a. Intermediary shall indemnify and hold harmless the Fund each Company and Distributor and each of their directors, trustees, officers, employees, and each person, if any, who controls any of them within the meaning of the Securities Act of 1933, as amended1933 Act, against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon: upon (i) Intermediary’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Intermediary to comply with any provision of this Agreement, the Prospectus, other applicable Fund Company documentation or applicable laws, rules and regulations; (iii) any material breach by Intermediary of a representation or warranty made in this Agreement; or (iv) any untrue statement or representation made by Intermediary with respect to the a Fund or Shares other than statements contained in the ProspectusProspectuses, advertisements482 Ads, or supplemental material authorized by Distributor; or (v) any dispute between Intermediary and a Clearing Firm with whom it has executed a Clearing Agreement.

Indemnification; Limitation on Damages. A. Intermediary shall indemnify and hold harmless the each Fund and Distributor and each of their directors, trustees, officers, employees, and each person, if any, who controls any of them within the meaning of the Securities Act of 1933, as amendedAct, against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon: (i) Intermediary’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Intermediary to comply with any provision of this Agreement, the Prospectus, other applicable Fund documentation or applicable laws, rules and regulations; (iii) any material breach by Intermediary of a representation or warranty made in this Agreement; or (iv) any untrue statement or representation made by Intermediary with respect to the a Fund or Shares other than statements contained in the ProspectusProspectuses, advertisements, or supplemental material authorized by Distributor.

Indemnification; Limitation on Damages. A. a. Intermediary shall indemnify and hold harmless the Fund each Company, Distributor and Distributor Administrator and each of their directors, trustees, officers, employees, and each person, if any, who controls any of them within the meaning of the Securities Act of 1933, as amended1933 Act, against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon: upon (i) Intermediary’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Intermediary to comply with any provision of this Agreement, the Prospectus, other applicable Fund Company documentation or applicable laws, rules and regulations; (iii) any material breach by Intermediary of a representation or warranty made in this Agreement; or (iv) any untrue statement or representation made by Intermediary with respect to the a Fund or Shares other than statements contained in the ProspectusProspectuses, advertisements482 Ads, or supplemental material authorized by Distributor.

Indemnification; Limitation on Damages. A. Intermediary (a) Dealer shall indemnify and hold harmless the Fund and Fund, Distributor and each of their affiliates, directors, trustees, officers, employees, and each person, if any, who controls any of them within the meaning of the Securities 1933 Act of 1933(collectively, as amended“indemnitees”), against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon: upon (i) IntermediaryDealer’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Intermediary Dealer to comply with any provision of this Agreement, the ProspectusProspectuses, other applicable Fund documentation or applicable laws, rules and regulations; (iii) any material breach by Intermediary Dealer of a representation or warranty made in this Agreement; or (iv) any untrue statement or representation made by Intermediary Dealer with respect to the Fund or Shares other than statements contained in the ProspectusProspectuses, advertisementssales literature published by the applicable Fund or Distributor, or supplemental material authorized by Distributor; or (v) any Indirect Intermediary’s performance or lack of performance in connection with Dealer’s or any Indirect Intermediary’s receipt of Orders.

Indemnification; Limitation on Damages. A. a. Intermediary shall indemnify and hold harmless the Fund and each Trust, Distributor and each of their directors, trustees, officers, employees, and each person, if any, who controls any of them within the meaning of the Securities Act of 1933, as amended1933 Act, against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon: upon (i) Intermediary’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Intermediary to comply with any provision of this Agreement, the Prospectus, other applicable Fund Portfolio documentation or applicable laws, rules and regulations; (iii) any material breach by Intermediary of a representation or warranty made in this Agreement; or (iv) any untrue statement or representation made by Intermediary with respect to the Fund a Portfolio or Shares other than statements contained in the ProspectusProspectuses, advertisementsmutual fund advertisement and/or sales literature published by Distributor, or supplemental material authorized by Distributor.

Indemnification; Limitation on Damages. A. Intermediary (a) Dealer shall indemnify and hold harmless the Fund and Fund, Distributor and each of their affiliates, directors, trustees, officers, employees, and each person, if any, who controls any of them within the meaning of the Securities 1933 Act of 1933(collectively, as amendedSelected Dealer Agreement “indemnitees”), against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon: upon (i) IntermediaryDealer’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Intermediary Dealer to comply with any provision of this Agreement, the ProspectusProspectuses, other applicable Fund documentation or applicable laws, rules and regulations; (iii) any material breach by Intermediary Dealer of a representation or warranty made in this Agreement; or (iv) any untrue statement or representation made by Intermediary Dealer with respect to the Fund or Shares other than statements contained in the ProspectusProspectuses, advertisementssales literature published by the applicable Fund or Distributor, or supplemental material authorized by Distributor; or (v) any Indirect Intermediary’s performance or lack of performance in connection with Dealer’s or any Indirect Intermediary’s receipt of Orders.

Indemnification; Limitation on Damages. A. Intermediary shall indemnify and hold harmless the Fund Funds and Distributor and each of their directors, trustees, officers, employees, and each person, if any, who controls any of them within the meaning of the Securities Act of 1933, as amended, against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon: (i) Intermediary’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Intermediary to comply with any provision of this Agreement, the Prospectus, other applicable Fund documentation or applicable laws, rules and regulations; (iii) any material breach by Intermediary of a representation or warranty made in this Agreement; or (iv) any untrue statement or representation made by Intermediary with respect to the Fund or Shares other than statements contained in the Prospectus, advertisements, or supplemental material authorized by Distributor.