Common use of TENTH Clause in Contracts

TENTH. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor, the Trust on behalf of the Funds agrees to indemnify the Distributor against any and all claims, demands, liabilities and expenses which the Distributor may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a Fund, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust or a Fund in connection therewith by or on behalf of the Distributor. The Distributor agrees to indemnify the Trust and the Funds against any and all claims, demands, liabilities and expenses which the Trust or a Fund may incur arising out of or based upon any act or deed of the Distributor or its sales representatives which has not been authorized by the Trust or a Fund in its prospectus or in this Agreement. The Distributor agrees to indemnify the Trust and the Funds against any and all claims, demands, liabilities and expenses which the Trust or the Funds may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a Fund, or any omission to state a material fact therein if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust or a Fund in connection therewith by or on behalf of the Distributor. Notwithstanding any other provision of this Agreement, the Distributor shall not be liable for any errors of the Funds' transfer agent(s), or for any failure of any such transfer agent to perform its duties.

TENTH. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor, the Trust on behalf of the Funds agrees to indemnify the Distributor against any and all claims, demands, liabilities and expenses which the Distributor may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a Fund, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust or a Fund in connection therewith by or on behalf of the Distributor. The Distributor agrees to indemnify the Trust and the Funds against any and all claims, demands, liabilities and expenses which the Trust or a Fund may incur arising out of or based upon any act or deed of the Distributor or its sales representatives which has not been authorized by the Trust or a Fund in its prospectus or in this Amended and Restated Agreement. The Distributor agrees to indemnify the Trust and the Funds against any and all claims, demands, liabilities and expenses which the Trust or the Funds may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a Fund, or any omission to state a material fact therein if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust or a Fund in connection therewith by or on behalf of the Distributor. Notwithstanding any other provision of this Amended and Restated Agreement, the Distributor shall not be liable for any errors of the Funds' ’ transfer agent(s), or for any failure of any such transfer agent to perform its duties.

TENTH. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor, the Trust on behalf of the Funds agrees to indemnify the Distributor against any and all claims, demands, liabilities and expenses which the Distributor may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a Fund, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust or a Fund in connection therewith by or on behalf of the Distributor. The Distributor agrees to indemnify the Trust and the Funds against any and all claims, demands, liabilities and expenses which the Trust or a Fund may incur arising out of or based upon any act or deed of the Distributor or its sales representatives which has not been authorized by the Trust or a Fund in its prospectus or in this Agreement. The Distributor agrees to indemnify the Trust and the Funds against any and all claims, demands, liabilities and expenses which the Trust or the Funds may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a Fund, or any omission to state a material fact therein if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust or a Fund in connection therewith by or on behalf of the Distributor. Notwithstanding any other provision of this Agreement, the Distributor shall not be liable for any errors of the Funds' ’ transfer agent(s), or for any failure of any such transfer agent to perform its duties.

TENTH. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor, the Trust on behalf of the Funds Fund agrees to indemnify the Distributor against any and all claims, demands, liabilities and expenses which the Distributor may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a Fund, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust or a Fund in connection therewith by or on behalf of the Distributor. The Distributor agrees to indemnify the Trust and the Funds Fund against any and all claims, demands, liabilities and expenses which the Trust or a Fund may incur arising out of or based upon any act or deed of the Distributor or its sales representatives which has not been authorized by the Trust or a Fund in its prospectus or in this Agreement. The Distributor agrees to indemnify the Trust and the Funds Fund against any and all claims, demands, liabilities and expenses which the Trust or the Funds Fund may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a Fund, or any omission to state a material fact therein if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust or a Fund in connection therewith by or on behalf of the Distributor. Notwithstanding any other provision of this Agreement, the Distributor shall not be liable for any errors of the FundsFund' transfer agent(s), or for any failure of any such transfer agent to perform its duties.

TENTH. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor, the Trust Corporation on behalf of the Funds agrees to indemnify the Distributor against any and all claims, demands, liabilities and expenses which the Distributor may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a Fund, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust Corporation or a Fund in connection therewith by or on behalf of the Distributor. The Distributor agrees to indemnify the Trust Corporation and the Funds against any and all claims, demands, liabilities and expenses which the Trust Corporation or a Fund may incur arising out of or based upon any act or deed of the Distributor or its sales representatives which has not been authorized by the Trust Corporation or a Fund in its prospectus or in this Agreement. The Distributor agrees to indemnify the Trust Corporation and the Funds against any and all claims, demands, liabilities and expenses which the Trust Corporation or the Funds may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a Fund, or any omission to state a material fact therein if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust Corporation or a Fund in connection therewith by or on behalf of the Distributor. Notwithstanding any other provision of this Agreement, the Distributor shall not be liable for any errors of the Funds' ’ transfer agent(s), or for any failure of any such transfer agent to perform its duties.

TENTH. (A) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor, the Trust on behalf of the Funds Portfolios agrees to indemnify the Distributor against any and all claims, demands, liabilities and expenses which the Distributor may incur under the 1933 ActSecurities Act of 1933, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement registration statement or prospectus of a Fundthe Portfolios, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust or a Fund Portfolio in connection therewith by or on behalf of the Distributor. The Distributor agrees to indemnify the Trust and the Funds Portfolios against any and all claims, demands, liabilities and expenses which the Trust or a Fund the Portfolios may incur arising out of or based upon any act or deed of the Distributor or its sales representatives which has not been authorized by the Trust or a Fund the Portfolios in its prospectus or in this Agreement. . (B) The Distributor agrees to indemnify the Trust and the Funds Portfolios against any and all claims, demands, liabilities and expenses which the Trust or the Funds Portfolios may incur under the 1933 ActSecurities Act of 1933, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement registration statement or prospectus of a Fundthe Portfolios, or any omission to state a material fact therein if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust or a Fund the Portfolios in connection therewith by or on behalf of the Distributor. . (C) Notwithstanding any other provision of this Agreement, the Distributor shall not be liable for any errors of the FundsPortfolios' transfer agent(s), or for any failure of any such transfer agent to perform its duties.

TENTH. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor, the Trust on behalf of the Funds Fund agrees to indemnify the Distributor against any and all claims, demands, liabilities and expenses which the Distributor may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a Fund, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust or a the Fund in connection therewith by or on behalf of the Distributor. The Distributor agrees to indemnify the Trust and the Funds Fund against any and all claims, demands, liabilities and expenses which the Trust or a Fund may incur arising out of or based upon any act or deed of the Distributor or its sales representatives which has not been authorized by the Trust or a Fund in its prospectus or in this Agreement. The Distributor agrees to indemnify the Trust and the Funds Fund against any and all claims, demands, liabilities and expenses which the Trust or the Funds Fund may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a Fund, or any omission to state a material fact therein if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust or a Fund in connection therewith by or on behalf of the Distributor. Notwithstanding any other provision of this Agreement, the Distributor shall not be liable for any errors of the FundsFund' transfer agent(s), or for any failure of any such transfer agent to perform its duties.

TENTH. (A) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor, the Trust Company on behalf of the Funds Portfolios agrees to indemnify the Distributor against any and all claims, demands, liabilities and expenses which the Distributor may incur under the 1933 ActSecurities Act of 1933, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement registration statement or prospectus of a Fundthe Portfolios, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust Company or a Fund Portfolio in connection therewith by or on behalf of the Distributor. The Distributor agrees to indemnify the Trust Company and the Funds Portfolios against any and all claims, demands, liabilities and expenses which the Trust Company or a Fund the Portfolios may incur arising out of or based upon any act or deed of the Distributor or its sales representatives which has not been authorized by the Trust Company or a Fund the Portfolios in its prospectus or in this Agreement. . (B) The Distributor agrees to indemnify the Trust Company and the Funds Portfolios against any and all claims, demands, liabilities and expenses which the Trust Company or the Funds Portfolios may incur under the 1933 ActSecurities Act of 1933, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement registration statement or prospectus of a Fundthe Portfolios, or any omission to state a material fact therein if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust Company or a Fund the Portfolios in connection therewith by or on behalf of the Distributor. . (C) Notwithstanding any other provision of this Agreement, the Distributor shall not be liable for any errors of the FundsPortfolios' transfer agent(s), or for any failure of any such transfer agent to perform its duties.

TENTH. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor, the Trust Corporation on behalf of the Funds Fund agrees to indemnify the Distributor against any and all claims, demands, liabilities and expenses which the Distributor may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a the Fund, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust Corporation or a the Fund in connection therewith by or on behalf of the Distributor. The Distributor agrees to indemnify the Trust Corporation and the Funds Fund against any and all claims, demands, liabilities and expenses which the Trust Corporation or a the Fund may incur arising out of or based upon any act or deed of the Distributor or its sales representatives which has not been authorized by the Trust Corporation or a the Fund in its prospectus Registration Statement or in this Agreement. The Distributor agrees to indemnify the Trust Corporation and the Funds Fund against any and all claims, demands, liabilities and expenses which the Trust Corporation or the Funds Fund may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a the Fund, or any omission to state a material fact therein if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust Corporation or a the Fund in connection therewith by or on behalf of the Distributor. Notwithstanding any other provision of this Agreement, the Distributor shall not be liable for any errors of the Funds' Fund’s transfer agent(s), or for any failure of any such transfer agent to perform its duties.

TENTH. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor, the Trust Corporation on behalf of the Funds Fund agrees to indemnify the Distributor against any and all claims, demands, liabilities and expenses which the Distributor may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a Fund, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust Corporation or a the Fund in connection therewith by or on behalf of the Distributor. The Distributor agrees to indemnify the Trust Corporation and the Funds Fund against any and all claims, demands, liabilities and expenses which the Trust Corporation or a the Fund may incur arising out of or based upon any act or deed of the Distributor or its sales representatives which has not been authorized by the Trust Corporation or a Fund in its prospectus or in this Agreement. The Distributor agrees to indemnify the Trust Corporation and the Funds Fund against any and all claims, demands, liabilities and expenses which the Trust Corporation or the Funds Fund may incur under the 1933 Act, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement or prospectus of a the Fund, or any omission to state a material fact therein if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust Corporation or a the Fund in connection therewith by or on behalf of the Distributor. Notwithstanding any other provision of this Agreement, the Distributor shall not be liable for any errors of the Funds' Fund’s transfer agent(s), or for any failure of any such transfer agent to perform its duties.

TENTH. (A) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor, the Trust on behalf of the Funds Company agrees to indemnify the Distributor against any and all claims, demands, liabilities and expenses which the Distributor may incur under the 1933 ActSecurities Act of 1933, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement registration statement or prospectus of a Fundthe Company, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust or a Fund Company in connection therewith by or on behalf of the Distributor. The Distributor agrees to indemnify the Trust and the Funds Company against any and all claims, demands, liabilities and expenses which the Trust or a Fund Company may incur arising out of or based upon any act or deed of the Distributor or its sales representatives which has not been authorized by the Trust or a Fund Company in its prospectus or in this Agreement. . (B) The Distributor agrees to indemnify the Trust and the Funds Company against any and all claims, demands, liabilities and expenses which the Trust or the Funds Company may incur under the 1933 ActSecurities Act of 1933, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any Registration Statement registration statement or prospectus of a Fundthe Company, or any omission to state a material fact therein if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust or a Fund Company in connection therewith by or on behalf of the Distributor. . (C) Notwithstanding any other provision of this Agreement, the Distributor shall not be liable for any errors of the Funds' Company's transfer agent(s), or for any failure of any such transfer agent to perform its duties.