Common use of Standard of Care; Limitation of Liability; Indemnification Clause in Contracts

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to use its best efforts in the performance of its duties under this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence, or reckless disregard by ALPS in the performance of its duties, obligations, or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents, and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, assessments, claims, and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust (other than from an employee or other affiliated person of ALPS who may otherwise be an authorized representative or agent of the Trust) or the Trust’s investment adviser, custodians, or other service providers; (ii) any untrue statement of a material fact or omission of a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, the 1940 Act, or any other statute or the common law, in any registration statement, prospectus, statement of additional information, shareholder report, or other information filed or made public by the Trust (as amended from time to time), except to the extent the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of ALPS; (iii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates; (iv) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature, or non-performance by a third party (each, an “Event”); provided, however, that ALPS implemented a Business Interruption Plan maintained in accordance with Section 16 of this Agreement to the extent reasonably practicable in light of the Event; (v) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust (other than from an employee or other affiliated person of ALPS who may otherwise be an authorized representative or agent of the Trust) that ALPS reasonably believes in good faith to be genuine; (vi) loss of data or service interruptions caused by equipment failure beyond ALPS’ reasonable control; provided, however, that ALPS uses its good faith efforts to continue to perform its obligations under this Agreement in light of such failure; or (vii) any other reasonable action or omission to act which ALPS takes in good faith in connection with the provision of services to the Trust. Notwithstanding any of the foregoing, ALPS shall not be indemnified, defended or held harmless for any losses or expenses arising directly or indirectly out of ALPS’ own or its affiliates’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser and their respective trustees, officers, directors, agents, and employees from and against any and all taxes, charges, expenses, assessments, claims, and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties, obligations, or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to use its best efforts exercise commercially reasonable care and diligence in the performance of its duties under this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence, negligence or reckless disregard by ALPS in the performance of its duties, obligations, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, assessments, claims, claims and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust (other than from an employee or other affiliated person of ALPS who may otherwise be an authorized representative or agent of the Trust) or the Trust’s investment adviser, custodians, or other service providers; (ii) any untrue statement of a material fact or omission of a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, the 1940 Act, Act or any other statute or the common law, in any registration statement, prospectus, statement of additional information, shareholder report, report or other information filed or made public by the Trust (as amended from time to time), except to the extent the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of ALPS; (ii) any wrongful act of the Trust or any of its officers; (iii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Funds in connection with the matters to which this Agreement relates; (iv) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature, or non-performance by a third party (each, an “Event”); provided, however, that ALPS implemented a Business Interruption Plan maintained in accordance with Section 16 of this Agreement to the extent reasonably practicable in light of the Event; (v) ALPS’ ’s reliance on any instruction, direction, notice, instrument or other information provided by from the Trust (other than from an employee or other affiliated person of ALPS who may otherwise be an authorized representative or agent of the Trust) its duly appointed agents that ALPS reasonably believes in good faith to be genuine;; or (viv) loss of data or service interruptions caused by equipment failure beyond ALPS’ reasonable control; provided, however, that ALPS uses its good faith efforts to continue to perform its obligations under this Agreement in light of such failure; or (vii) any other reasonable action or omission to act which ALPS takes in good faith in connection with the provision of services to the Trust. Notwithstanding any of the foregoing, ALPS shall not be indemnified, defended or held harmless for any losses or expenses arising directly or indirectly out of ALPS’ own or its affiliates’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement. (c) ALPS shall indemnify and hold harmless the Trust, Trust and the Trust’s Funds’ investment adviser and their respective officers, trustees, officers, directors, agents, agents and employees and anyone who controls the Trust or the Funds’ investment adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1940 Act from and against any and all taxes, charges, expenses, assessments, claims, claims and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ ’s breach of this Agreement, violation of applicable law, willful misfeasance, bad faith, negligence, negligence or reckless disregard in the performance of its duties, obligations, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to use its best efforts exercise commercially reasonable care and diligence in the performance of its duties under this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence, or reckless disregard by ALPS or an Indemnified Person (as defined below) in the performance of its duties, obligations, or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents, and employeesemployees (each, an Indemnified Person”), shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, assessments, claims, and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust (other than from an employee or other affiliated person of ALPS who may otherwise be an authorized representative or agent of the Trust) Fund or the TrustFund’s investment adviser, custodians, or other service providers; (ii) any untrue statement of a material fact or omission of a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, the 1940 Act, or any other statute or the common law, in any registration statement, prospectus, statement of additional information, shareholder report, repurchase offer notification or other information filed or made public by the Trust Fund (as amended from time to time), except to the extent the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust Fund by or on behalf of ALPS; (iii) any reasonable wrongful act of the Fund or any of its employees; (iv) any error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relates; (ivv) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature, or non-performance by a third party (each, an “Event”); provided, however, that ALPS implemented a Business Interruption Plan maintained in accordance with Section 16 of this Agreement to the extent reasonably practicable in light of the Eventparty; (vvi) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust (other than from an employee or other affiliated person of ALPS who may otherwise be an authorized representative or agent of the Trust) Fund that ALPS reasonably believes in good faith to be genuine; (vivii) loss any liability of data ALPS resulting from a representation, covenant or service interruptions caused by equipment failure beyond ALPS’ reasonable control; provided, however, warranty that ALPS uses its good faith efforts makes, or any indemnification that ALPS provides, on behalf of a Fund in an intermediary agreement relating to continue to perform its obligations under this Agreement in light of such failurea Fund; or (viiix) any other reasonable action or omission to act which ALPS takes in good faith in connection with the provision of services to the Trust. Notwithstanding any of the foregoing, ALPS shall not be indemnified, defended or held harmless for any losses or expenses arising directly or indirectly out of ALPS’ own or its affiliates’ willful misfeasance, bad faith, negligence or reckless disregard Fund in the performance of its duties, obligations or responsibilities set forth in this Agreementaccordance herewith. (c) ALPS shall indemnify and hold harmless the TrustFund, the TrustFund’s investment adviser and their respective officers, trustees, officers, directors, agents, and employees from and against any and all taxes, charges, expenses, assessments, claims, and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence, or reckless disregard in the performance of its duties, obligations, or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim.

Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to use its best efforts exercise reasonable care and diligence in the performance of its duties under this Agreement. (b) In the absence of willful misfeasance, bad faith, negligence, negligence or reckless disregard by ALPS in the performance of its duties, obligations, obligations or responsibilities set forth in this Agreement, ALPS and its affiliates, including their respective officers, directors, agents, principals, partners, shareholders (“Indemnified Parties”) and employees, shall not be liable for, and the Trust Fund agrees to indemnify, defend and hold harmless such persons Indemnified Parties from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following: (i) the inaccuracy of factual information furnished to ALPS by the Trust (other than from an employee or other affiliated person of ALPS who may otherwise be an authorized representative or agent of the Trust) Fund, Advser or the TrustFund’s investment adviser, custodians, custodian or other service providers; (ii) any untrue statement of a material fact or omission of a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, the 1940 Act, or any other statute or the common law, in any registration statement, prospectus, statement of additional information, shareholder report, or other information filed or made public by the Trust (as amended from time to time), except to the extent the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of ALPS; (iii) any reasonable error of judgment or mistake of law or for any loss suffered by the Trust Fund in connection with the matters to which this Agreement relates, except for such actions taken pursuant to Section 3(c) above; (iviii) losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature, nature or non-performance by a third party (each, an “Event”); provided, however, that ALPS implemented a Business Interruption Plan maintained in accordance with Section 16 of this Agreement to the extent reasonably practicable in light of the Eventparty; (viv) ALPS’ reliance on any instruction, direction, notice, instrument or other information provided by the Trust (other than from an employee or other affiliated person of ALPS who may otherwise be an authorized representative or agent of the Trust) that ALPS reasonably believes in good faith to be genuine; (viv) loss of data or service interruptions caused by equipment failure beyond ALPS’ reasonable control; provided, however, that ALPS uses its good faith efforts to continue to perform its obligations under this Agreement in light of such failure; or (viivi) any other reasonable action or omission to act which ALPS takes in good faith in connection with the provision of services to the Trust. Notwithstanding any of the foregoing, ALPS shall not be indemnified, defended or held harmless for any losses or expenses arising directly or indirectly out of ALPS’ own or its affiliates’ willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this AgreementFund. (c) ALPS shall indemnify and hold harmless the Trust, the Trust’s investment adviser Fund and their its respective trustees, officers, directors, agents, and employees Indemnified Parties from and against any and all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from ALPS’ willful misfeasance, bad faith, negligence, negligence or reckless disregard in the performance of its duties, obligations, obligations or responsibilities set forth in this Agreement. (d) Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages. Any indemnification payable by a party to this Agreement shall be net of insurance maintained by the indemnified party as of the time the claim giving rise to indemnity hereunder is alleged to have arisen to the extent it covers such claim.