Common use of Indemnification of AP Clause in Contracts

Indemnification of AP. The Trust shall on behalf of each Fund, indemnify and hold AP harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities arising out of or attributable to: (i) the Trust's refusal or failure to comply with the terms of this Agreement, (ii) the Trust's lack of good faith, gross negligence or willful misconduct with respect to the Trust's performance under or in connection with this Agreement, or (iii) all reasonable actions taken by AP hereunder in good faith without gross negligence or willful misconduct. AP shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the Trust, advice of the Trust, or of counsel for the Trust and upon statements of the Trust's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of AP, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, or willful misconduct. The Trust shall hold AP harmless in regard to any liability incurred by reason of the inaccuracy of such information provided by the Trust or its other Service Providers or for any action reasonably taken or omitted in good faith reliance on such information.

Indemnification of AP. The Trust shall on behalf of each Fund, indemnify and hold AP harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities arising out of or attributable to: (i) the Trust's refusal or failure to comply with the terms of this Agreement, (ii) the Trust's lack of good faith, gross negligence or willful misconduct with respect to the Trust's performance under or in connection with this Agreement, or (iii) all reasonable actions taken by AP hereunder in good faith without gross negligence or willful misconduct. AP shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the Trust, advice of the Trust, or of counsel for the Trust and upon statements of the Trust's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of AP, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, or willful misconduct. The Trust shall hold AP harmless in regard to any liability incurred by reason of the inaccuracy of such information provided by the Trust or its other Service Providers service providers or for any action reasonably taken or omitted in good faith reliance on such information.