Common use of Indemnification 7 Clause in Contracts

Indemnification 7. 1 The Transfer Agent and its affiliates, including their respective officers, directors, employees and agents (the “Indemnitees”), shall not be responsible for, and the Fund and each Portfolio, severally and not jointly, shall indemnify and hold the Indemnitees harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees (including the defense of any lawsuit solely in connection with services under this Agreement in which one of the Indemnitees is a named party), payments, expenses and liability directly arising out of or directly attributable to the following; provided, however, that the Fund and each Portfolio shall not be obligated to indemnify the Transfer Agent hereunder if such loss, damage or liability is due to the Transfer Agent’s (i) breach of its standard of care as set forth in Section 6.1 or (ii) violation of applicable law or regulation pertaining to the transfer agency services: (i) all actions of the Transfer Agent 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; (ii) the Fund’s lack of good faith, negligence or willful misconduct; (iii) reasonable reliance upon, and any subsequent reasonable use of or action taken or omitted, by the Transfer Agent, or its agents or subcontractors on: (a) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors in physical form, or by machine readable input, facsimile, electronic data entry, electronic instructions or other similar means authorized by the Fund, and which have been prepared, maintained or performed by the Fund or any other person or firm on behalf of the Fund, including but not limited to any broker-dealer, third party administrator or previous transfer agent; (b) any instructions or requests of the Fund or its officers or the Fund’s agents or subcontractors or their officers or employees; (c) any instructions or opinions of legal counsel to the Fund or any Portfolio with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent by the Fund or Portfolio after consultation with such legal counsel; or (d) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons; (iv) the offer or sale of Creation Units in violation of any requirement under federal or state securities laws or regulations requiring that such Creation Units be registered, or in violation of any stop order or other determination or ruling by any federal or state agency with respect to the offer or sale of such Creation Units (except to the extent that such violation resulted directly from the Transfer Agent’s breach of its standard of care as set forth in Section 6.1 that results in a failure to comply with the instructions of the Fund or Portfolio or other authorized party identifying the states and countries where the Creation Units are registered or exempt, and the number of Creation Units of each class registered with respect to each such state or country, as applicable); (v) the negotiation and processing of any checks, wires and ACH transmissions, including without limitation, for deposit into, or credit to, the Fund’s demand deposit accounts maintained by the Transfer Agent; the Transfer Agent shall assist the Fund and work with the Fund and the depositing and/or originating bank to mitigate the losses where possible; however, the Fund acknowledges that such mitigation is not a condition of this indemnity obligation; (vi) all actions relating to the transmission of Fund, Creation Unit or Authorized Participant data through the NSCC clearing systems, if applicable; and (vii) any tax obligations of the Fund or a Portfolio under the tax laws of any country or of any state or political subdivision thereof, including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expenses (including legal expenses) that may be assessed, imposed or charged against the Transfer Agent as transfer agent hereunder.

Indemnification 7. 1 The Transfer Agent and its affiliates, including their respective officers, directors, employees and agents (the “Indemnitees”), shall not be responsible for, and the Fund and each Portfolio, severally and not jointly, Company shall indemnify and hold the Indemnitees Transfer Agent harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees (including the defense of any lawsuit solely in connection with services under this Agreement in which one of the Indemnitees Transfer Agent or Affiliate is a named party), payments, expenses and liability directly arising out of or directly attributable to the following; provided, however, that the Fund and each Portfolio shall not be obligated to indemnify the Transfer Agent hereunder if such loss, damage or liability is due to the Transfer Agent’s (i) breach of its standard of care as set forth in Section 6.1 or (ii) violation of applicable law or regulation pertaining to the transfer agency services: to: (i) all actions of the Transfer Agent 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; accordance with the standard of care in Section 6.1; (ii) the FundCompany’s material breach of any representation, warranty or covenant of the Company hereunder; (iii) the Company’s lack of good faith, gross negligence or willful misconduct; ; (iiiiv) reasonable reliance upon, and any subsequent reasonable use of or action taken or omitted, by the Transfer Agent, or its agents or subcontractors on: (a) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors in physical form, or by machine readable input, facsimile, electronic CRT data entry, electronic instructions or other similar means authorized by the FundCompany, and which have been prepared, maintained or performed by the Fund Company or any other person or firm on behalf of the FundCompany, including but not limited to any broker-dealer, third party administrator or previous transfer agent; (b) any instructions or requests of the Fund Company or its officers officers, or the FundCompany’s agents or subcontractors or their officers or employees; (c) any reasonable instructions or opinions of legal counsel to the Fund or any Portfolio Company with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent by the Fund or Portfolio after consultation with such legal counsel; or (d) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons; ; (ivv) the offer or sale of Creation Units Shares in violation of any requirement under the federal or state securities laws or regulations requiring that such Creation Units Shares be registered, or in violation of any stop order or other determination or ruling by any federal or state agency with respect to the offer or sale of such Creation Units Shares; (except to the extent that such violation resulted directly from the Transfer Agent’s breach of its standard of care as set forth in Section 6.1 that results in a failure to comply with the instructions of the Fund or Portfolio or other authorized party identifying the states and countries where the Creation Units are registered or exempt, and the number of Creation Units of each class registered with respect to each such state or country, as applicable); (vvi) the negotiation and processing of any checks, wires and ACH transmissions, including without limitation, for deposit into, or credit to, the FundCompany’s demand deposit accounts maintained by the Transfer Agent; the Transfer Agent shall assist the Fund and work with the Fund and the depositing and/or originating bank to mitigate the losses where possible; however, the Fund acknowledges that such mitigation is not a condition of this indemnity obligation; ; (vivii) all actions relating to the transmission of Fund, Creation Unit Company or Authorized Participant Shareholder data through the NSCC AIP clearing systems, if applicable; and and (viiviii) any tax obligations of the Fund or a Portfolio under the tax laws of any country or of any state or political subdivision thereof, including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expenses (including legal expenses) that may be assessed, imposed or charged against the Transfer Agent as transfer agent hereunder.