Common use of Indemnification of NLCS Clause in Contracts

Indemnification of NLCS. The Company shall on behalf of each Fund, indemnify and hold NLCS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to: (i) the Company’s refusal or failure to comply with the terms of this Agreement, (ii) the Company’s lack of good faith, gross negligence or willful misconduct with respect to the Company’s performance under or in connection with this Agreement, or (iii) all actions taken by NLCS hereunder in good faith without gross negligence, willful misconduct or reckless disregard of its duties .. NLCS shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the Company, advice of the Company, or of counsel for the Company and upon statements of the Company’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 NLCS, 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. The Company shall hold NLCS harmless in regard to any liability incurred by reason of the inaccuracy of such information provided by the Company or its other Service Providers or for any action reasonably taken or omitted in good faith reliance on such information.

Indemnification of NLCS. The Company Trust shall on behalf of each Fund, indemnify and hold NLCS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to: (i) the CompanyTrust’s refusal or failure to comply with the terms of this Agreement, (ii) the CompanyTrust’s lack of good faith, gross negligence or willful misconduct with respect to the CompanyTrust’s performance under or in connection with this Agreement, or (iii) all actions taken by NLCS hereunder in good faith without gross negligence, willful misconduct or reckless disregard of its duties .. . NLCS shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the CompanyTrust, advice of the CompanyTrust, or of counsel for the Company Trust and upon statements of the CompanyTrust’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 NLCS, 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. The Company Trust shall hold NLCS harmless in regard to any liability incurred by reason of the inaccuracy of such information provided by the Company Trust or its other Service Providers or for any action reasonably taken or omitted in good faith reliance on such information.

Indemnification of NLCS. The Company Fund shall on behalf of each Fund, indemnify and hold NLCS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability liabilities arising out of or attributable to: (i) the CompanyFund’s refusal or failure to comply with the terms of this Agreement, (ii) the CompanyFund’s lack of good faith, gross negligence or willful misconduct with respect to the CompanyFund’s performance under or in connection with this Agreement, or (iii) all actions taken by NLCS hereunder in good faith without gross negligence, willful misconduct or reckless disregard of its duties .. NLCS shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the CompanyFund, advice of the CompanyFund, or of counsel for the Company Fund and upon statements of the CompanyFund’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 NLCS, 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. The Company Fund shall hold NLCS harmless in regard to any liability incurred by reason of the inaccuracy of such information provided by the Company Fund or its other Service Providers or for any action reasonably taken or omitted in good faith reliance on such information.

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

Indemnification of NLCS. The Company shall on behalf of each Fund, indemnify and hold NLCS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to: (i) the Company’s refusal or failure to comply with the terms of this Agreement, (ii) the Company’s lack of good faith, gross negligence or willful misconduct with respect to the Company’s performance under or in connection with this Agreement, or (iii) all actions taken by NLCS hereunder in good faith without gross negligence, willful misconduct or reckless disregard of its duties .. duties. NLCS shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the Company, advice of the Company, or of counsel for the Company and upon statements of the Company’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 NLCS, 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. The Company shall hold NLCS harmless in regard to any liability incurred by reason of the inaccuracy of such information provided by the Company or its other Service Providers or for any action reasonably taken or omitted in good faith reliance on such information.