Common use of Indemnification of Mellon Clause in Contracts

Indemnification of Mellon. The Trust on behalf of each Portfolio shall indemnify and hold Mellon, its directors, officers, employees, shareholders and agents (each, an "Indemnified Party") harmless from all liability, including any loss, cost, expense, claim or damage, including reasonable legal fees, suffered or incurred by an Indemnified Party arising out of the performance of its obligations under this Agreement except to the extent Mellon or any of its officers, employees or agents have not met the standard of care applicable to such obligations under this Agreement. Each Indemnified Party shall be indemnified and held harmless by the relevant Portfolio and from the Assets of the relevant Portfolio from and against any such loss, cost, expense, claim, damage or liability (including reasonable legal expenses) which an Indemnified Party may sustain or incur or which may be asserted against an Indemnified Party by any person by reason of, or as a result of (i) any action taken or omitted by Mellon or its officers, employees or agents in good faith hereunder, (ii) reliance upon any instrument, certificate, order, or other document reasonably believed by Mellon or its officers, employees or agents to be genuine and to be signed, countersigned or executed by any duly authorized person, (iii) reliance upon written instructions or oral instructions reasonably believed to be issued by a Portfolio or Authorized Person or upon the opinion of legal counsel for the Trust or counsel for Mellon, or (iv) any act or failure to act by Mellon or its officers, employees or agents in good faith reliance upon any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed. In addition to the foregoing and solely with respect to Mellon's obligations pursuant to Article IV, Section 2 herein regarding the maintenance of the Principal Books and Records and the establishment of a principal place of business, the Trust, on behalf of each Portfolio, shall indemnify and hold each Indemnified Party harmless from all liability, including any loss, cost, expense, claim or damage, including reasonable legal fees, suffered or incurred by an Indemnified Party arising out of any claim or action that Mellon or its affiliate has violated any federal or state securities or tax laws, by maintaining the Principal Books and Records outside of the United States or providing a principal place of business outside of the United States. Indemnification herein shall not apply to acts or failure to act by Mellon or its officers, employees or agents in cases of its or their own negligence or willful misconduct in the performance of its or their own duties hereunder.

Indemnification of Mellon. The Trust on behalf of each Portfolio the Fund shall indemnify and hold Mellon, its directors, officers, employees, shareholders and agents (each, an a "Mellon Indemnified Party") harmless from all liability, including any loss, cost, expense, claim or damage, including reasonable legal fees, suffered or incurred by an a Mellon Indemnified Party arising out of the performance of its obligations under this Agreement except to the extent Mellon or any of its officers, employees or agents have not met the standard of care applicable to such obligations under this Agreement. Each Mellon Indemnified Party shall be indemnified and held harmless by the relevant Portfolio Fund and from the Assets of the relevant Portfolio Fund from and against any such loss, cost, expense, claim, damage or liability (including reasonable legal expenses) which an a Mellon Indemnified Party may sustain or incur or which may be asserted against an a Mellon Indemnified Party by any person by reason of, or as a result of (i) any action taken or omitted by Mellon or its officers, employees or agents in good faith hereunder, (ii) reliance upon any instrument, certificate, order, or other document reasonably believed by Mellon or its officers, employees or agents to be genuine and to be signed, countersigned or executed by any duly authorized person, (iii) reliance upon written instructions or oral instructions reasonably believed to be issued by a Portfolio the Trust, the Fund or an Authorized Person or upon the opinion of legal counsel for the Trust or the Fund or counsel for Mellon, or (iv) any act or failure to act by Mellon or its officers, employees or agents in good faith reliance upon any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed. In addition to the foregoing and solely with respect to Mellon's obligations pursuant to Article IV, Section 2 herein regarding the maintenance of the Principal Books and Records and the establishment of a principal place of business, the Trust, on behalf of each Portfolio, shall indemnify and hold each Indemnified Party harmless from all liability, including any loss, cost, expense, claim or damage, including reasonable legal fees, suffered or incurred by an Indemnified Party arising out of any claim or action that Mellon or its affiliate has violated any federal or state securities or tax laws, by maintaining the Principal Books and Records outside of the United States or providing a principal place of business outside of the United States. Indemnification herein shall not apply to acts or failure to act by Mellon or its officers, employees or agents in cases of its or their own negligence or willful misconduct in the performance of its or their own duties hereunder.

Indemnification of Mellon. The Trust on behalf of each Portfolio Fund shall indemnify and hold Mellon, its directors, officers, employees, shareholders and agents (each, an "Indemnified Party") harmless from all liability, including any loss, cost, expense, claim or damage, including reasonable legal fees, suffered or incurred by an Indemnified Party arising out of the performance of its obligations under this Agreement except to the extent Mellon or any of its officers, employees or agents have not met the standard of care applicable to such obligations under this Agreement. Each Indemnified Party shall be indemnified and held harmless by the relevant Portfolio Fund and from the Assets of the relevant Portfolio Fund from and against any such loss, cost, expense, claim, damage or liability (including reasonable legal expenses) which an Indemnified Party may sustain or incur or which may be asserted against an Indemnified Party by any person by reason of, or as a result of (i) any action taken or omitted by Mellon or its officers, employees or agents in good faith hereunder, (ii) reliance upon any instrument, certificate, order, or other document reasonably believed by Mellon or its officers, employees or agents to be genuine and to be signed, countersigned or executed by any duly authorized person, (iii) reliance upon written instructions or oral instructions reasonably believed to be issued by a Portfolio Fund or Authorized Person or upon the opinion of legal counsel for the Trust or counsel for Mellon, or (iv) any act or failure to act by Mellon or its officers, employees or agents in good faith reliance upon any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed. In addition to the foregoing and solely with respect to Mellon's obligations pursuant to Article IV, Section 2 herein regarding the maintenance of the Principal Books and Records and the establishment of a principal place of business, the Trust, on behalf of each Portfolio, shall indemnify and hold each Indemnified Party harmless from all liability, including any loss, cost, expense, claim or damage, including reasonable legal fees, suffered or incurred by an Indemnified Party arising out of any claim or action that Mellon or its affiliate has violated any federal or state securities or tax laws, by maintaining the Principal Books and Records outside of the United States or providing a principal place of business outside of the United States. Indemnification herein shall not apply to acts or failure to act by Mellon or its officers, employees or agents in cases of its or their own negligence or willful misconduct in the performance of its or their own duties hereunder.