Common use of Standard of Care; Reliance on Records and Instructions; Indemnification Clause in Contracts

Standard of Care; Reliance on Records and Instructions; Indemnification. BISYS Ohio shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by BISYS Ohio in the absence of bad faith, willful misfeasance, gross negligence or from reckless disregard by it of its obligations and duties. The Trust agrees to indemnify and hold harmless BISYS Ohio, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to BISYS Ohio's actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to BISYS Ohio by the Trust, the investment adviser and on any records provided by any fund accountant or custodian thereof; provided that this indemnification shall not apply to actions or omissions of BISYS Ohio in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, BISYS Ohio shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of BISYS Ohio.

Standard of Care; Reliance on Records and Instructions; Indemnification. BISYS Ohio shall use its best efforts to ensure insure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by BISYS Ohio in the absence of bad faith, willful misfeasance, gross negligence or from reckless disregard by it of its obligations and duties. The Trust A Fund agrees to indemnify and hold harmless BISYS Ohio, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to BISYS Ohio's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such Fund given or made to BISYS Ohio by a duly authorized representative of the Trust, the investment adviser and on any records provided by any fund accountant or custodian thereof; provided that this indemnification shall not apply to actions or omissions of BISYS Ohio in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties; , and further provided that prior to confessing any claim against it which may be the subject of this indemnification, BISYS Ohio shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of BISYS Ohio.

Standard of Care; Reliance on Records and Instructions; Indemnification. BISYS Ohio shall use its best efforts to ensure insure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by BISYS Ohio in the absence of bad faith, willful misfeasance, gross negligence or from reckless disregard by it of its obligations and duties. The Trust agrees to indemnify and hold harmless BISYS Ohio, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to BISYS Ohio's actions taken or nonactions with respect to the performance of services under this Agreement with respect to the Trust or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to the Trust given or made to BISYS Ohio by a duly authorized representative of the Trust, the investment adviser and on any records provided by any fund accountant or custodian thereof; provided that this indemnification shall not apply to actions or omissions of BISYS Ohio in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties; , and further provided that prior to confessing any claim against it which may be the subject of this indemnification, BISYS Ohio shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of BISYS Ohio.