Common use of Liability of the Advisor Clause in Contracts

Liability of the Advisor. The Advisor shall indemnify and hold harmless the Sub-Advisor, any affiliated entity of the Sub-Advisor that provides material financial support to the Sub-Advisor with respect to the Fund, and any officer, director or employee of the Sub- Advisor, or such an affiliated entity (collectively, the “Advisor Indemnitees”) against any and all Losses by reason of or arising out of: (a) the Advisor being in material violation of any applicable federal or state law, rule or regulation, or (b) the Advisor’s willful misfeasance, bad faith or gross negligence or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Advisor. The Advisor shall indemnify and hold harmless the Sub-Advisor, any affiliated entity of the Sub-Advisor that provides material financial support to the Sub-Advisor with respect to the Fund, and any officer, director or employee of the Sub- Advisor, or such an affiliated entity (collectively, the “"Advisor Indemnitees”") against any and all Losses by reason of or arising out of: (a) the Advisor being in material violation of any applicable federal or state law, rule or regulation, or (b) the Advisor’s 's willful misfeasance, bad faith or gross negligence or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Advisor. The Advisor shall indemnify and hold harmless the Sub-Advisor, any affiliated entity of the Sub-Advisor that provides material financial support to the Sub-Advisor with respect to the Fund, and any officer, director or employee of the Sub- Sub-Advisor, or such an affiliated entity (collectively, the “Advisor Indemnitees”) against any and all Losses by reason of or arising out of: (a) the Advisor being in material violation of any applicable federal or state law, rule or regulation, or (b) the Advisor’s willful misfeasance, bad faith or gross negligence or its reckless disregard of its obligations and duties under this Agreement.