Standard of Care Indemnification and Reliance. (a) Indemnification of GFS. The Trust shall, on behalf of each applicable Fund, indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to the Trust’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by the Trust contained in this Agreement, or which arise out of the Trust’s lack of good faith, gross negligence or willful misconduct with respect to the Trust’s performance under or in connection with this Agreement. The Trust shall hold GFS harmless and GFS shall not be liable for and shall be entitled to rely upon and may act upon information, advice, records , reports and requests generated by the Funds, the Fund’s legal counsel and the Fund’s independent accountants .. GFS shall be without liability for any action reasonably taken or omitted pursuant to this Agreement ..
Standard of Care Indemnification and Reliance. (a) Indemnification of GFS. The Trust shall on behalf of each applicable Fund indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to the Trust’s refusal or failure to comply with the terms of this Agreement, or which arise out of the Trust’s lack of good faith, gross negligence or willful misconduct with respect to the Trust’s performance under or in connection with this Agreement. GFS shall not be liable for and shall be entitled to rely upon and may act upon information, records and reports generated by the Funds, advice of the Funds, or of counsel for the Funds and upon statements of the Funds’ independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of GFS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties, and the Trust shall hold GFS harmless in regard to any liability incurred by reason of the inaccuracy of such information or for any action reasonably taken or omitted in good faith reliance on such information.
Standard of Care Indemnification and Reliance. (a) Standard of Care. GFS shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, advice of the Fund, or of counsel for the Fund and upon statements of the Fund's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of GFS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without negligence, bad faith, willful misconduct or reckless disregard of its duties.
Standard of Care Indemnification and Reliance. (a) Indemnification of GFS. The Trust shall, on behalf of each applicable Fund, indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to the Trust’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by the Trust contained in this Agreement, or which arise out of the Trust’s lack of good faith, gross negligence or willful misconduct with respect to the Trust’s performance under or in connection with this Agreement. GFS shall be without liability for any action reasonably taken or omitted pursuant to this Agreement.
Standard of Care Indemnification and Reliance. (a) STANDARD OF CARE. ADS shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ADS in writing. ADS shall use its best judgment and efforts in rendering the services described in this Agreement. ADS shall not be liable to the Trust or any of the Trust's shareholders for any action or inaction of ADS relating to any event whatsoever in the absence of bad faith, willful misfeasance or gross negligence in the performance of ADS's duties or obligations under this Agreement or by reason of ADS's reckless disregard of its duties and obligations under this Agreement.
Standard of Care Indemnification and Reliance. (a) Indemnification of GFS. RCS shall indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to RCS’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by RCS contained in this Agreement, or which arise out of RCS’s gross negligence, willful misconduct or lack of good faith, with respect to RCS’s performance hereunder or in connection with this Agreement.
Standard of Care Indemnification and Reliance. (a) Standard of Care. GFS shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder.
Standard of Care Indemnification and Reliance. (a) Indemnification of GFS. GFS shall not be responsible for, and the Trust shall on behalf of each applicable Fund or Class thereof indemnify and hold GFS harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to:
(i) all actions of GFS or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct; the Trust’s lack of good faith or the Trust’s negligence or willful misconduct;
(ii) the reliance on or use by GFS or its agents or subcontractors of information, records or documents which (i) are received by GFS or its agents or subcontractors and furnished to it by or on behalf of a Fund, and (ii) have been prepared or maintained by the Trust or any other person or firm on behalf of the Trust, including but not limited to any previous transfer agent or registrar;
(iii) the reasonable reliance on, or the carrying out by GFS or its agents or subcontractors of, any instructions or requests of the Trust on behalf of the applicable Fund;
(iv) a Fund’s refusal or failure to comply with the terms of this Agreement, or which arise out of a Fund’s lack good faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Fund hereunder; and
(v) the offer or sale of Shares in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any State that such Shares be registered in such State or in violation of any stop order or other determination or ruling by any federal agency or any State with respect to the offer or sale of such Shares in such State. The Trust shall not be required to indemnify any GFS Indemnitee if, prior to confessing any Claim against the GFS Indemnitee, GFS or the GFS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the claim in its own name or in the name of the GFS Indemnitee.
Standard of Care Indemnification and Reliance. (a) Indemnification of GFS. ANST shall, on its own behalf and on behalf of the Trust and each applicable Fund, indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to ANST’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by ANST contained in this Agreement, or which arise out of ANST’s lack of good faith, gross negligence or willful misconduct with respect to ANST’s performance under or in connection with this Agreement. RCS shall not be liable for any special, incidental, indirect, consequential or exemplary damages.
Standard of Care Indemnification and Reliance. (a) Indemnification of GFS. The Fund Family shall, on behalf of each applicable Fund, indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to the Fund Family’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by the Fund Family contained in this Agreement, or which arise out of the Fund Family’s lack of good faith, gross negligence or willful misconduct with respect to the Fund Family’s performance under or in connection with this Agreement. GFS shall be without liability for any action reasonably taken or omitted pursuant to this Agreement.
