Fund Indemnification Obligation Sample Clauses
The Fund Indemnification Obligation clause requires the fund to compensate or protect certain parties, such as directors, officers, or service providers, against losses, liabilities, or expenses arising from their actions performed in connection with the fund’s operations. Typically, this clause outlines the specific circumstances under which indemnification is provided, such as when actions are taken in good faith and within the scope of authority, and may exclude coverage for acts of gross negligence or willful misconduct. Its core practical function is to allocate risk by assuring key individuals or entities that they will not bear personal financial responsibility for claims or damages incurred while acting on behalf of the fund, thereby encouraging their participation and diligent performance.
Fund Indemnification Obligation. Chase shall not be responsible for, and the Fund shall indemnify and hold Chase harmless from, any and all losses, damages, costs, charges, reasonable attorneys' fees, payments, expenses and liability arising out of or attributable to:
(1) All actions of Chase or its agents or subcontractors required to be taken pursuant to this Agreement unless such actions are taken in bad faith or with negligence or willful misconduct;
(2) The Fund's refusal or failure to comply with the terms of this Agreement, or the Fund's lack of good faith, negligence or willful misconduct, or the breach of any representation or warranty of the Fund hereunder; (3) The reliance on or use by Chase or its agents or subcontractors of information, records or documents which are received by Chase or its agents or subcontractors and furnished to it by or on behalf of the Fund, and which have been prepared or maintained by the Fund or any other person or firm (other than Chase or its agents or subcontractors) on behalf of the Fund;
Fund Indemnification Obligation. Chase shall not be responsible for, and the Fund shall indemnify and hold Chase harmless from, any and all losses, damages, costs, charges, reasonable attorneys' fees, payments, expenses and liability arising out of or attributable to:
(1) All actions of Chase or its agents or subcontractors required to be taken pursuant to this Agreement unless such actions are taken in bad faith or with negligence or willful misconduct;
(2) The Fund's refusal or failure to comply with the terms of this Agreement, or the Fund's lack of good faith, negligence or willful misconduct, or the breach of any representation or warranty of the Fund hereunder;
(3) The reliance on or use by Chase or its agents or subcontractors of information, records or documents which are received by Chase or its agents or subcontractors and furnished to it by or on behalf of the Fund, and which have been prepared or maintained by the Fund or any other person or firm (other than Chase or its agents or subcontractors) on behalf of the Fund;
(4) The reliance on, or the carrying out by Chase or its agents or subcontractors of, any instructions or requests of the Fund which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Fund; and
(5) The offer or sale of Shares by the Fund in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any federal agency or any state agency with respect to the offer or sale of such Shares in such state.
Fund Indemnification Obligation. U.S. Trust shall not be responsible for, and the Fund shall indemnify and hold U.S. Trust harmless from any and all losses, damages, costs, charges, reasonable attorneys' fees, payments, expenses and liability arising out of or attributable to:
(1) All actions of U.S. Trust or its agents or subcontractors required to be taken pursuant to this Agreement unless such actions are taken in bad faith or with negligence or willful misconduct;
(2) The Fund's refusal or failure to comply with the terms of this Agreement, or the Fund's lack of good faith, negligence or willful misconduct, or the breach of any representation or warranty of the Fund hereunder;
(3) The reliance on or use by U.S. Trust or its agents or subcontractors of information, records or documents which are received by U.S. Trust or its agents or subcontractors and furnished to it by or on behalf of the Fund, and which have been prepared or maintained by the Fund or any other person or firm (other than U.S. Trust or its agents or subcontractors) on behalf of the Fund;
(4) The reliance on, or the carrying out by U.S. Trust or its agents or subcontractors of, any instructions or requests of the Fund or recognition by U.S. Trust of any Share certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar;
(5) The offer or sale of Shares by the Fund in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any federal agency or any state agency with respect to the offer or sale of such Shares in such state.