Common use of Indemnification of the Fund Clause in Contracts

Indemnification of the Fund. NLCS shall indemnify and hold the Fund and each of its trustees, officers, employees, agents, and any person who controls the Fund within the meaning of Section 15 of the Securities Act harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities arising out of or attributable to NLCS’s refusal or failure to comply with the terms of this Agreement, or which arise out of NLCS’s lack of good faith, gross negligence or willful misconduct with respect to NLCS’s performance under or in connection with this Agreement; provided, however, that in no event shall NLCS be liable to indemnify the Fund for: (i) indirect, exemplary, incidental, special or consequential damages or costs, including loss of profit or goodwill, whether foreseeable or not, even if NLCS has been advised of the possibility of such damages; (ii) penalties, interest, fines, assessments, or taxes assessed by a governing, regulatory or taxing authority against the Fund; (iii) third party claims against the Fund ; or (iv) damages to the extent they arise because the Fund has failed to perform its responsibilities under this Agreement, or the Fund or any Service Provider contributed or acted as an intervening cause.

Indemnification of the Fund. NLCS shall indemnify and hold the Fund and each of its trustees, officers, employees, agents, and any person who controls the Fund within the meaning of Section 15 of the Securities Act harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities arising out of or attributable to NLCS’s refusal or failure to comply with the terms of this Agreement, or which arise out of NLCS’s lack of good faith, gross negligence or willful misconduct with respect to NLCS’s performance under or in connection with this Agreement; provided, however, that in no event shall NLCS be liable to indemnify the Fund for: (i) indirect, exemplary, incidental, special or consequential damages or costs, including loss of profit or goodwill, whether foreseeable or not, even if NLCS has been advised of the possibility of such damages; (ii) penalties, interest, fines, assessments, or taxes assessed by a governing, regulatory or taxing authority against the Fund; (iii) third party claims against the Fund Fund; or (iv) damages to the extent they arise because the Fund has failed to perform its responsibilities under this Agreement, or the Fund or any Service Provider contributed or acted as an intervening cause.

Indemnification of the Fund. NLCS shall indemnify and hold the Fund and each of its trustees, officers, employees, agents, and any person who controls the Fund within the meaning of Section 15 14 of the Securities Act harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities arising out of or attributable to NLCS’s refusal or failure to comply with the terms of this Agreement, or which arise out of NLCS’s lack of good faith, gross negligence or willful misconduct with respect to NLCS’s performance under or in connection with this Agreement; provided, however, that in no event shall NLCS be liable to indemnify the Fund for: (i) indirect, exemplary, incidental, special or consequential damages or costs, including loss of profit or goodwill, whether foreseeable or not, even if NLCS has been advised of the possibility of such damages; (ii) penalties, interest, fines, assessments, or taxes assessed by a governing, regulatory or taxing authority against the Fund; (iii) third party claims against the Fund ; or (iv) damages to the extent they arise because the Fund has failed to perform its responsibilities under this Agreement, or the Fund or any Service Provider contributed or acted as an intervening cause.

Indemnification of the Fund. NLCS shall indemnify and hold the Fund and each of its trustees, officers, employees, agents, and any person who controls the Fund within the meaning of Section 15 14 of the Securities Act harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities arising out of or attributable to NLCS’s refusal or failure to comply with the terms of this Agreement, or which arise out of NLCS’s lack of good faith, gross negligence or willful misconduct with respect to NLCS’s performance under or in connection with this Agreement; provided, however, that in no event shall NLCS be liable to indemnify the Fund for: (i) indirect, exemplary, incidental, special or consequential damages or costs, including loss of profit or goodwill, whether foreseeable or not, even if NLCS has been advised of the possibility of such damages; (ii) penalties, interest, fines, assessments, or taxes assessed by a governing, regulatory or taxing authority against the Fund; (iii) third party claims against the Fund ; or (iv) damages to the extent they arise because the Fund has failed to perform its responsibilities under this Agreement, or the Fund or any Service Provider contributed or acted as an intervening cause.