Common use of STANDARD OF CARE; INDEMNITY Clause in Contracts

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser's best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Trust, the Fund or any of the Fund's shareholders in the absence of bad faith, willful misfeasance or gross negligence in the performance of the Adviser's duties or obligations under this Agreement or by reason of the Adviser's reckless disregard of its duties and obligations under this Agreement. The Adviser and its employees, agents, trustees and officers shall be indemnified and held harmless by a particular Fund against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys' fees and expenses) incurred or suffered by the Adviser or its employees, agents, trustees or officers in connection with the good faith performance by the Adviser or its employees, agent, trustees or officers of their responsibilities to that Fund (collectively, the "Liabilities"); provided, however, that the Adviser and such persons shall not be indemnified for any Liability caused by their own bad faith, willful misfeasance or gross negligence in the performance of their responsibilities to that Fund.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser's ’s best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Trust, the Fund or any of the Fund's ’s shareholders in the absence of bad faith, willful misfeasance or gross negligence in the performance of the Adviser's ’s duties or obligations under this Agreement or by reason of the Adviser's ’s reckless disregard of its duties and obligations under this Agreement. The Adviser and its employees, agents, trustees and officers shall be indemnified and held harmless by a particular Fund against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys' ’ fees and expenses) incurred or suffered by the Adviser or its employees, agents, trustees or officers in connection with the good faith performance by the Adviser or its employees, agent, trustees or officers of their responsibilities to that Fund (collectively, the "“Liabilities"”); provided, however, that the Adviser and such persons shall not be indemnified for any Liability caused by their own bad faith, willful misfeasance or gross negligence in the performance of their responsibilities to that Fund.