Indemnification of GFS. The Trust shall on behalf of each applicable Fund indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to the Trust’s refusal or failure to comply with the terms of this Agreement, or which arise out of 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. GFS shall not be responsible for and shall be entitled to rely upon and may act upon information, records and reports generated by the Funds, advice of the Funds, or of counsel for the Funds and upon statements of the Funds’ 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 GFS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties, and the Trust shall hold GFS harmless in regard to any liability incurred by reason of the inaccuracy of such information or for any action reasonably taken or omitted in good faith reliance on such information.
Indemnification of GFS. The Trust shall, on behalf of each applicable Fund, indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to the Trust’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by the Trust contained in this Agreement, or which arise out of 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. The Trust shall also indemnify and hold GFS harmless from all reasonable actions taken by GFS hereunder in good faith without gross negligence, willful misconduct or reckless disregard of its duties.
Indemnification of GFS. The Fund shall indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to the Fund’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by the Fund contained in this Agreement, or which arise out of the Fund’s lack of good faith, gross negligence or willful misconduct with respect to the Fund’s performance under or in connection with this Agreement. The Fund shall hold GFS harmless and GFS shall not be liable for and shall be entitled to rely upon and may act upon information, advice, records, reports and requests generated by the Funds, the Fund’s legal counsel and the Fund’s independent accountants. GFS shall be without liability for any action reasonably taken or omitted pursuant to this Agreement.
Indemnification of GFS. The Fund Family shall, on behalf of each applicable Fund, indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to the Fund Family’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by the Fund Family contained in this Agreement, or which arise out of the Fund Family’s lack of good faith, gross negligence or willful misconduct with respect to the Fund Family’s performance under or in connection with this Agreement. GFS shall be without liability for any action reasonably taken or omitted pursuant to this Agreement.
Indemnification of GFS. The Trust shall, on behalf of each applicable Fund, indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to the Trust’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by the Trust contained in this Agreement, or which arise out of 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.
Indemnification of GFS. GFS shall not be responsible for, and the Corporation shall on behalf of each applicable Fund or Class thereof indemnify and hold GFS harmless from and against, any and all losses, damages, costs, and charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to:
(i) all actions of GFS or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without gross negligence or willful misconduct; the Corporation’s lack of good faith or the Corporation’s gross negligence or willful misconduct;
(ii) the reliance on or use by GFS or its agents or subcontractors of information, records or documents which (i) are received by GFS or its agents or subcontractors and furnished to it by or an behalf of the Fund, and (ii) have been prepared or maintained by the Corporation or any other person or firm on behalf of the Corporation, including but not limited to any previous transfer agent or registrar;
(iii) the reasonable reliance on, or the carrying out by GFS or its agents or subcontractors of, any instructions or requests of the Corporation on behalf on the applicable Fund;
(iv) the Fund’s refusal or failure to comply with the terms of this Agreement, or which arise out of the Fund’s lack good faith, gross negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Fund hereunder and,
(v) the offer or sale of Shares in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any State that such Shares be registered in such State or in violation of any stop order or other determination or ruling by any federal agency or any State with respect to the offer or sale of such Shares in such State.
Indemnification of GFS. The Fund shall indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to the Fund’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by the Fund contained in this Agreement, or which arise out of the Fund’s lack of good faith, gross negligence or willful misconduct with respect to the Fund’s performance under or in connection with this Agreement. The Fund shall hold GFS harmless and GFS shall not be liable for and shall be entitled to rely upon and may act upon information, advice, records, reports and requests generated by the Fund, the Fund’s legal counsel and the Fund’s independent accountants. GFS shall be without liability for any action reasonably taken or omitted pursuant to this Agreement except for any action or inaction arising out of or attributable to GFS’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by GFS contained in this Agreement or which arise out of GFS’s lack of good faith, gross negligence, willful misconduct or reckless disregard of its duties with respect to GFS’s performance under or in connection with this Agreement.
Indemnification of GFS. ANST shall indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to ANST’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by ANST contained in this Agreement, or which arise out of ANST’s gross negligence, willful misconduct or lack of good faith, with respect to ANST’s performance hereunder or in connection with this Agreement.
Indemnification of GFS. Each Trust with respect to itself shall, on behalf of each of its respective Funds, indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to such Trust’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by the such Trust contained in this Agreement, or which arise out of such Trust’s lack of good faith, gross negligence or willful misconduct with respect to such Trust’s performance under or in connection with this Agreement. Each Trust with respect to itself and on behalf of its respective Funds shall hold GFS harmless and GFS shall not be liable for and shall be entitled to rely
Indemnification of GFS. EMG shall indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to EMG’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by EMG contained in this Agreement, or which arise out of EMG’s lack of good faith, gross negligence or willful misconduct with respect to EMG’s performance under or in connection with this Agreement. EMG shall also indemnify and hold GFS harmless from all reasonable actions taken by GFS hereunder in good faith without gross negligence, willful misconduct or reckless disregard of its duties.
