Common use of Liability Indemnification Clause in Contracts

Liability Indemnification. Neither ICCC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree to indemnify and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counsel; provided, that neither ICCC nor any of its nominees shall be indemnified against any liability to each of the Funds or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC shall have no liability to each of the Funds for any consequential, special or indirect losses or damages which each of the Funds may incur or suffer as a consequence of ICCC's performance of the services provided in this Agreement or any Appendix hereto.

Appears in 15 contracts

Samples: Master Services Agreement (Flag Investors Short Intermediate Income Fund Inc), Master Services Agreement (Flag Investors Series Funds Inc), Master Services Agreement (Deutsche Investors Funds Inc)

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Liability Indemnification. Neither ICCC ICC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree The Fund agrees to indemnify and hold harmless ICCC ICC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC ICC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC ICC nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCCICC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC ICC shall have no liability to each of the Funds Fund for any consequential, special or indirect losses or damages which each of the Funds Fund may incur or suffer as a consequence of ICCCICC's performance of the services provided in this Agreement or any Appendix hereto.

Appears in 6 contracts

Samples: Master Services Agreement (Flag Investors International Fund Inc), Master Services Agreement (Managed Municipal Fund Inc), Master Services Agreement (Flag Investors Emerging Growth Fund Inc)

Liability Indemnification. Neither ICCC MNA nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its it’s or their obligations and duties under this Agreement. Each of the Funds agree The Fund agrees to indemnify and hold harmless ICCC MNA and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC MNA takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC MNA nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCC's MNA’s own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC MNA shall have no liability to each of the Funds Fund for any consequential, special or indirect losses or damages which each of the Funds Fund may incur or suffer as a consequence of ICCC's MNA’s performance of the services provided in this Agreement or any Appendix hereto.

Appears in 4 contracts

Samples: Master Services Agreement (Manning & Napier Fund, Inc.), Master Services Agreement (Manning & Napier Fund, Inc.), Master Services Agreement (Manning & Napier Fund, Inc /Ny/)

Liability Indemnification. Neither ICCC MNA nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree The Fund agrees to indemnify and hold harmless ICCC MNA and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC MNA takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC MNA nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCCMNA's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC MNA shall have no liability to each of the Funds Fund for any consequential, special or indirect losses or damages which each of the Funds Fund may incur or suffer as a consequence of ICCCMNA's performance of the services provided in this Agreement or any Appendix hereto.

Appears in 2 contracts

Samples: Master Services Agreement (Manning & Napier Insurance Fund Inc), Master Services Agreement (Exeter Fund Inc /Ny/)

Liability Indemnification. Neither ICCC ICC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree The Fund agrees to indemnify and hold harmless ICCC ICC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign federal securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC ICC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC ICC nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCCICC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC ICC shall have no liability to each of the Funds Fund for any consequential, special or indirect losses or damages which each of the Funds Fund may incur or suffer as a consequence of ICCCICC's performance of the services provided in this Agreement or any Appendix hereto.

Appears in 2 contracts

Samples: Master Services Agreement (Isi Strategy Fund Inc), Master Services Agreement (Isi Strategy Fund Inc)

Liability Indemnification. Neither ICCC nor any of its officers, directors directors, or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, Agreement relates, except a loss resulting from willful misfeasance, bad faith faith, or gross negligence on its or their part in the performance of, (or from reckless disregard by it or them of, disregard) of its or their obligations and duties under this Agreement. Each of the Funds agree The Fund agrees to indemnify and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims claims, and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) reasonable attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC shall have no liability to each of the Funds Fund for any consequential, special special, or indirect losses or damages which each of that the Funds Fund may incur or suffer as a consequence of ICCC's performance of the services provided in this Agreement or any Appendix heretoAgreement.

Appears in 1 contract

Samples: Services Agreement (Topiary Master Fund for Benefit Plan Investors (BPI) LLC)

Liability Indemnification. Neither ICCC ICC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, of its or their obligations and duties under this Agreement. Each Neither ICC nor any of its officers, trustees or employees shall be liable to the Funds agree Fund in the performance of their obligations hereunder for any loss resulting from the willful misfeasance, bad faith or negligence of others not controlled by them or under their direction. ICC shall not be liable to the Fund and the Fund agrees to indemnify and hold harmless ICCC ICC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 ActAct , and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC ICC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC ICC nor any of its nominees shall be relieved from any liability or indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCCICC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC ICC shall have no liability to each of the Funds Fund for any consequential, special or indirect losses or damages which each of the Funds Fund may incur or suffer as a consequence of ICCCICC's performance of the services provided in this Agreement or any Appendix hereto.

Appears in 1 contract

Samples: Master Services Agreement (Glenmede Fund Inc)

Liability Indemnification. Neither ICCC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree to indemnify and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counsel; provided, that neither ICCC nor any of its nominees shall be indemnified against any liability to each of the Funds or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC shall have no liability to each of the Funds for any consequential, special or indirect losses or damages which each of the Funds may incur or suffer as a consequence of ICCC's performance of the services provided in this Agreement or any Appendix hereto. 9. RESPONSIBILITY OF ICCC. ICCC shall be under no duty to take any action on behalf of each of the Funds except as specifically set forth herein or as may be specifically agreed to by ICCC in writing. In the performance of its duties hereunder, ICCC shall be obligated to exercise care and diligence and to act in good faith and to use its best efforts within reasonable limits in performing services provided for under this Agreement, but ICCC shall not be liable for any act or omission which does not constitute willful misfeasance, bad faith or gross negligence on the part of ICCC or reckless disregard by ICCC of its duties under this Agreement. Notwithstanding anything in this Agreement to the contrary, ICCC shall have no liability to each of the Funds for any consequential, special or indirect losses or damages which each of the Funds may incur or suffer by or as a consequence of ICCC's performance of the services provided hereunder.

Appears in 1 contract

Samples: Master Services Agreement (Flag Investors Emerging Growth Fund Inc)

Liability Indemnification. Neither ICCC ICC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Trust in connection with the matters to which this Agreement, including the Appendices hereto, Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree The Trust agrees to indemnify and hold harmless ICCC ICC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC ICC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselTrust; provided, that neither ICCC ICC nor any of its nominees shall be indemnified against any liability to each of the Funds Trust or to its shareholders (or any expenses incident to such liability) arising liability)arising out of ICCCICC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC ICC shall have no liability to each of the Funds Trust for any consequential, special or indirect losses or damages which each of the Funds Trust may incur or suffer as a consequence of ICCCICC's performance of the services provided in this Agreement or any Appendix heretoAgreement.

Appears in 1 contract

Samples: Accounting Services Agreement (Deutsche Asset Management)

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Liability Indemnification. Neither ICCC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree The Fund agrees to indemnify and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds Fund or their outside counsel; provided, that neither ICCC nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC shall have no liability to each of the Funds Fund for any consequential, special or indirect losses or damages which each of the Funds Fund may incur or suffer as a consequence of ICCC's performance of the services provided in this Agreement or any Appendix hereto.

Appears in 1 contract

Samples: Master Services Agreement (Rreef Securities Trust)

Liability Indemnification. Neither ICCC ICC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree The Fund agrees to indemnify and hold harmless ICCC ICC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC ICC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC ICC nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising liability)arising out of ICCCICC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC ICC shall have no liability to each of the Funds Fund for any consequential, special or indirect losses or damages which each of the Funds Fund may incur or suffer as a consequence of ICCCICC's performance of the services provided in this Agreement or any Appendix hereto.

Appears in 1 contract

Samples: Master Services Agreement (Flag Investors International Fund Inc)

Liability Indemnification. Neither ICCC nor any of its -------------------------- officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Trust in connection with the matters to which this Agreement, including the Appendices hereto, Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree The Trust agrees to indemnify and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselTrust; provided, that neither ICCC nor any of its nominees shall be indemnified against -------- any liability to each of the Funds Trust or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC shall have no liability to each of the Funds Trust for any consequential, special or indirect losses or damages which each of the Funds Trust may incur or suffer as a consequence of ICCC's performance of the services provided in this Agreement or any Appendix heretoAgreement.

Appears in 1 contract

Samples: Transfer Agency Agreement (Deutsche Asset Management)

Liability Indemnification. Neither ICCC nor any of its officers, directors directors, or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund or the Administrator in connection with the matters to which this Agreement, including the Appendices hereto, Agreement relates, except a loss resulting from willful misfeasance, bad faith faith, or gross negligence on its or their part in the performance of, (or from reckless disregard by it or them of, disregard) of its or their obligations and duties under this Agreement. Each of the Funds agree The Administrator agrees to indemnify and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims claims, and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) reasonable attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC shall have no liability to each of the Funds Administrator or the Fund for any consequential, special special, or indirect losses or damages which each of that the Funds Administrator or the Fund may incur or suffer as a consequence of ICCC's performance of the services provided in this Agreement or any Appendix heretoAgreement.

Appears in 1 contract

Samples: Services Agreement (Topiary Benefit Plan Investor Fund LLC)

Liability Indemnification. Neither ICCC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of Fund or the Funds Portfolios in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of Fund and the Funds Trust agree to indemnify and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of Fund or the Funds Portfolios or their outside counsel; provided, that neither ICCC nor any of its nominees shall be indemnified against any liability to each of Fund and the Funds Portfolios or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC shall have no liability to each of Fund or the Funds Trust for any consequential, special or indirect losses or damages which each of Fund or the Funds Portfolios may incur or suffer as a consequence of ICCC's performance of the services provided in this Agreement or any Appendix hereto.

Appears in 1 contract

Samples: Master Services Agreement (Flag Investors Communications Fund Inc)

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