Common use of Liability Indemnification Clause in Contracts

Liability Indemnification. Neither ICCC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree to indemnify and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counsel; provided, that neither ICCC nor any of its nominees shall be indemnified against any liability to each of the Funds or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC shall have no liability to each of the Funds for any consequential, special or indirect losses or damages which each of the Funds may incur or suffer as a consequence of ICCC's performance of the services provided in this Agreement or any Appendix hereto.

Liability Indemnification. Neither ICCC ICC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree The Fund agrees to indemnify and hold harmless ICCC ICC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC ICC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC ICC nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCCICC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC ICC shall have no liability to each of the Funds Fund for any consequential, special or indirect losses or damages which each of the Funds Fund may incur or suffer as a consequence of ICCCICC's performance of the services provided in this Agreement or any Appendix hereto.

Liability Indemnification. Neither ICCC MNA nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its it’s or their obligations and duties under this Agreement. Each of the Funds agree The Fund agrees to indemnify and hold harmless ICCC MNA and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' ’ fees and disbursements, arising directly or indirectly from any action or thing which ICCC MNA takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC MNA nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCC's MNA’s own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC MNA shall have no liability to each of the Funds Fund for any consequential, special or indirect losses or damages which each of the Funds Fund may incur or suffer as a consequence of ICCC's MNA’s performance of the services provided in this Agreement or any Appendix hereto.

Liability Indemnification. Neither ICCC nor any of its officers, directors or employees (a) The Administrator shall be liable for any error of judgment or for any loss suffered by each give the Fund the benefit of the Funds Administrator’s reasonable best efforts and diligence in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties rendering services under this Agreement. Each The parties acknowledge the importance of the Funds agree to indemnify Administrator freely exercising its reasonable judgment in the performance of its responsibilities, obligations and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Actduties hereunder, and any state thus the Administrator may rely on information reasonably believed by it to be accurate and foreign securities and blue sky lawsreliable. Accordingly, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction absence of or in reliance on the advice of each of the Funds or their outside counsel; provided, that neither ICCC nor any of its nominees shall be indemnified against any liability to each of the Funds or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the responsibilities, obligations or duties hereunder, neither the Administrator nor its duties and obligations shareholders, officers, directors, employees, agents or control persons (collectively, the “Covered Persons”) shall be subject to any liability for any act or omission in connection with or arising out of any services rendered under this Agreement or otherwise related to this Agreement, or for any Losses (as defined below) that may be sustained in the purchase, holding or sale of any security or other asset by the Fund. Notwithstanding anything else Any liability incurred by the Administrator pursuant to this paragraph 7(a) in any year shall be limited to the revenues of the Administrator derived from the Fund in that fiscal year of the Fund. The Administrator shall be responsible as provided herein for the performance of only such duties as are set forth in this Agreement or any Appendix hereto to the contrary, ICCC and shall have no liability responsibility for the actions or activities of any other party, including other agents of or service providers to each of the Funds Fund. The Administrator shall not be liable for any consequentialspecial, special indirect, incidental, punitive or indirect losses or damages which each consequential damages, including lost profits, of the Funds may incur or suffer as a consequence any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of ICCC's performance of the services provided in this Agreement or for any Appendix heretosuch damages arising out of any act or failure to act hereunder.

Liability Indemnification. Neither ICCC MNA nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree The Fund agrees to indemnify and hold harmless ICCC MNA and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC MNA takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC MNA nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCCMNA's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC MNA shall have no liability to each of the Funds Fund for any consequential, special or indirect losses or damages which each of the Funds Fund may incur or suffer as a consequence of ICCCMNA's performance of the services provided in this Agreement or any Appendix hereto.

Liability Indemnification. Neither ICCC ICC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree The Fund agrees to indemnify and hold harmless ICCC ICC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign federal securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC ICC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC ICC nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCCICC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC ICC shall have no liability to each of the Funds Fund for any consequential, special or indirect losses or damages which each of the Funds Fund may incur or suffer as a consequence of ICCCICC's performance of the services provided in this Agreement or any Appendix hereto.

Liability Indemnification. Neither ICCC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree to indemnify and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counsel; provided, that neither ICCC nor any of its nominees shall be indemnified against any liability to each of the Funds or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC shall have no liability to each of the Funds for any consequential, special or indirect losses or damages which each of the Funds may incur or suffer as a consequence of ICCC's performance of the services provided in this Agreement or any Appendix hereto. 9. RESPONSIBILITY OF ICCC. ICCC shall be under no duty to take any action on behalf of each of the Funds except as specifically set forth herein or as may be specifically agreed to by ICCC in writing. In the performance of its duties hereunder, ICCC shall be obligated to exercise care and diligence and to act in good faith and to use its best efforts within reasonable limits in performing services provided for under this Agreement, but ICCC shall not be liable for any act or omission which does not constitute willful misfeasance, bad faith or gross negligence on the part of ICCC or reckless disregard by ICCC of its duties under this Agreement. Notwithstanding anything in this Agreement to the contrary, ICCC shall have no liability to each of the Funds for any consequential, special or indirect losses or damages which each of the Funds may incur or suffer by or as a consequence of ICCC's performance of the services provided hereunder. 10.

Liability Indemnification. Neither ICCC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of Fund or the Funds Portfolios in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of Fund and the Funds Trust agree to indemnify and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of Fund or the Funds Portfolios or their outside counsel; provided, that neither ICCC nor any of its nominees shall be indemnified against any liability to each of Fund and the Funds Portfolios or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC shall have no liability to each of Fund or the Funds Trust for any consequential, special or indirect losses or damages which each of Fund or the Funds Portfolios may incur or suffer as a consequence of ICCC's performance of the services provided in this Agreement or any Appendix hereto.

Liability Indemnification. Neither ICCC ICC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, of its or their obligations and duties under this Agreement. Each Neither ICC nor any of its officers, trustees or employees shall be liable to the Funds agree Fund in the performance of their obligations hereunder for any loss resulting from the willful misfeasance, bad faith or negligence of others not controlled by them or under their direction. ICC shall not be liable to the Fund and the Fund agrees to indemnify and hold harmless ICCC ICC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 ActAct , and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC ICC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC ICC nor any of its nominees shall be relieved from any liability or indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCCICC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC ICC shall have no liability to each of the Funds Fund for any consequential, special or indirect losses or damages which each of the Funds Fund may incur or suffer as a consequence of ICCCICC's performance of the services provided in this Agreement or any Appendix hereto.

Liability Indemnification. Neither ICCC nor any of its officers, directors directors, or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, Agreement relates, except a loss resulting from willful misfeasance, bad faith faith, or gross negligence on its or their part in the performance of, (or from reckless disregard by it or them of, disregard) of its or their obligations and duties under this Agreement. Each of the Funds agree The Fund agrees to indemnify and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims claims, and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) reasonable attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC shall have no liability to each of the Funds Fund for any consequential, special special, or indirect losses or damages which each of that the Funds Fund may incur or suffer as a consequence of ICCC's performance of the services provided in this Agreement or any Appendix heretoAgreement.

Liability Indemnification. Neither ICCC ICC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Trust in connection with the matters to which this Agreement, including the Appendices hereto, Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree The Trust agrees to indemnify and hold harmless ICCC ICC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC ICC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselTrust; provided, that neither ICCC ICC nor any of its nominees shall be indemnified against any liability to each of the Funds Trust or to its shareholders (or any expenses incident to such liability) arising liability)arising out of ICCCICC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC ICC shall have no liability to each of the Funds Trust for any consequential, special or indirect losses or damages which each of the Funds Trust may incur or suffer as a consequence of ICCCICC's performance of the services provided in this Agreement or any Appendix heretoAgreement.

Liability Indemnification. Neither ICCC nor any of its officers, directors directors, or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund or the Administrator in connection with the matters to which this Agreement, including the Appendices hereto, Agreement relates, except a loss resulting from willful misfeasance, bad faith faith, or gross negligence on its or their part in the performance of, (or from reckless disregard by it or them of, disregard) of its or their obligations and duties under this Agreement. Each of the Funds agree The Administrator agrees to indemnify and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims claims, and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) reasonable attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC shall have no liability to each of the Funds Administrator or the Fund for any consequential, special special, or indirect losses or damages which each of that the Funds Administrator or the Fund may incur or suffer as a consequence of ICCC's performance of the services provided in this Agreement or any Appendix heretoAgreement.

Liability Indemnification. Neither ICCC ICC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree The Fund agrees to indemnify and hold harmless ICCC ICC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC ICC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselFund; provided, that neither ICCC ICC nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising liability)arising out of ICCCICC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC ICC shall have no liability to each of the Funds Fund for any consequential, special or indirect losses or damages which each of the Funds Fund may incur or suffer as a consequence of ICCCICC's performance of the services provided in this Agreement or any Appendix hereto.

Liability Indemnification. Neither ICCC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Fund in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree The Fund agrees to indemnify and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds Fund or their outside counsel; provided, that neither ICCC nor any of its nominees shall be indemnified against any liability to each of the Funds Fund or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC shall have no liability to each of the Funds Fund for any consequential, special or indirect losses or damages which each of the Funds Fund may incur or suffer as a consequence of ICCC's performance of the services provided in this Agreement or any Appendix hereto.

Liability Indemnification. Neither ICCC nor any of its -------------------------- officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds Trust in connection with the matters to which this Agreement, including the Appendices hereto, Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree The Trust agrees to indemnify and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counselTrust; provided, that neither ICCC nor any of its nominees shall be indemnified against -------- any liability to each of the Funds Trust or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC shall have no liability to each of the Funds Trust for any consequential, special or indirect losses or damages which each of the Funds Trust may incur or suffer as a consequence of ICCC's performance of the services provided in this Agreement or any Appendix heretoAgreement.