Common use of Indemnification of GFS Clause in Contracts

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. GFS shall not be responsible for, and the Corporation Trust 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 negligence, willful misconduct; , bad faith, or reckless disregard of GFS’ obligations and duties under this Agreement; (ii) the CorporationTrust’s lack of good faith or the CorporationTrust’s gross negligence or willful misconduct; (iiiii) the reliance on or use by GFS or its agents or subcontractors of information, records or documents which (iA) are received by GFS or its agents or subcontractors and furnished to it by or an on behalf of the FundTrust, and (iiB) have been prepared or maintained by the Corporation Trust or any other person or firm on behalf of the Corporation, including but not limited to any previous transfer agent or registrarTrust; (iiiiv) the reasonable reliance on, or the carrying out by GFS or its agents or subcontractors of, any instructions or requests of the Corporation Trust on behalf on of the applicable Fund; (ivv) the FundTrust’s refusal or failure to comply with the terms of this Agreement, or which arise out of the FundTrust’s lack of good faith, gross negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Fund hereunder Trust hereunder; and, (vvi) the offer or sale of Shares in violation of any requirement under the Federal federal securities laws or regulations or the securities laws or regulations of any State state that such Shares be registered in such State state or in violation of any stop order or other determination or ruling by any federal agency or any State state with respect to the offer or sale of such Shares in such Statestate. The Trust shall not be required to indemnify GFS if, prior to confessing any claim against GFS, GFS does not give the Trust written notice of and reasonable opportunity to defend against the claim in its own name or in the name of GFS.

Indemnification of GFS. GFS shall not be responsible for, and the Corporation The Company shall on behalf of each applicable Fund or Class thereof indemnify and hold GFS harmless from and against, 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 FundCompany ’s refusal or failure to comply with the terms of this Agreement, or which arise out of the FundCompany ’s lack of 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 Company ’s performance under or sale 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 Company. GFS shall indemnify and hold the Company for instructions, and may consult with legal counsel to the Company on behalf of the applicable Fund for any action taken or omitted by it in reasonable reliance upon such instructions or upon the advice of such Shares counsel. Additionally, and except to the extent that GFS may be liable pursuant to 6(a) above, GFS shall not be liable for any action taken or failure to act in such State.good faith in reliance upon: (i) any paper or document furnished (pursuant to procedures mutually agreed to by GFS and TOP Fund Management , manager of the Company , or sub-advisers (collectively referred to as the “Advisers”)) by or on behalf of the Company , reasonably believed by GFS to be genuine and to have been signed by the proper person or persons; (ii) any instruction, information, data, records or documents provided to GFS or its agents or subcontractors furnished (pursuant to procedures mutually agreed to by GFS and the Advisers) by machine readable input, telex, CRT data entry or other similar means authorized by the Company ; and (iii) any authorization, instruction, approval, item or set of data, or information of any kind transmitted to GFS in person or by telephone, vocal telegram or other electronic means, furnished and reasonably believed by GFS to be genuine and to have been given by the proper person or persons. GFS shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Company .. GFS, its agents and subcontractors shall also be protected and indemnified in recognizing share certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Company , and the proper countersignature of any former transfer agent or former registrar or of a co-transfer agent or co-registrar of the Company ..