Common use of Indemnification of U.S Clause in Contracts

Indemnification of U.S. TRUST. (a) U.S. Trust, its directors, officers, employees, shareholders, and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty or a loss resulting from willful misfeasance, bad faith or negligence on the part of U.S. Trust in the performance of its obligations and duties under this Agreement. (b) Notwithstanding any other provision of this Agreement, the Fund shall indemnify and hold harmless U.S. Trust, its directors, officers, employees, shareholders, and agents from and against any and all claims, demands, expenses and liabilities (whether with or without basis in fact or law) of any and every nature which U.S. Trust may sustain or incur or which be asserted against U.S. Trust by any person by reason of, or as a result of any action taken or omitted to be taken by U.S. Trust in connection with its appointment, in good faith, in reliance upon any law, act, regulation or official interpretation of same even though the same may have been altered, changed, amended or repealed subsequent to the date of U.S. Trust's actions in reliance there on. However, indemnification under this subparagraph shall not apply to actions or omissions of U.S. Trust or its directors, officers, employees, shareholders, agents, or subcontractors in cases of its or their own negligence, willful misconduct, bad faith, or reckless disregard of its or their own duties hereunder.