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 16.2.1 In no event shall either Party be liable for or have any obligation to compensate or indemnify the other Party, its Affiliates, officers and directors, for any indirect or consequential damages claimed by such other Party, its Affiliates, officers or directors other than in connection with their respective indemnification obligations set forth in this Section 16.2, including the loss of opportunity, loss of use, or loss of revenue or profit, in connection with or arising out of this Agreement or breach thereof. 16.2.2 Indevus agrees to indemnify Orion, its officers, directors and Affiliates and hold it harmless from and against all Losses incurred by Orion arising out of, attributable to or employees shall be liable resulting from any Claims to the extent such Claims arise out of (a) Indevus’ willful or criminal wrongdoing, or recklessness in performing its material obligations under, or material breach of, this Agreement; or (b) Bulk Drug Product and/or Insertion Tools that are not in compliance with the Agreed Quality at the time when they are available for Orion; (c) the infringement of any error Third Party intellectual property right arising from the manufacture, use, sale, offer for sale, or importation of judgment Bulk Drug Product and/or Insertion Tools; or for any loss suffered by each (d) research or development of the Funds Licensed Product conducted by Indevus, its Affiliates or by a Third Party on Indevus’ behalf, including pre-clinical and clinical trials; provided, however, that Indevus shall not be obligated under this Section 16.2.2 to the extent any Claim arises out of (i) any wilful or criminal wrongdoing, or negligent act or omission, or breach of any of Orion’s relevant obligations or representations or warranties under this Agreement by Orion, its Affiliates, sublicensees or Marketing Distributors; or (ii) any Bulk Drug Product or Insertion Tools that have been adulterated or otherwise mistreated by Orion. 16.2.3 Orion agrees to indemnify Indevus, its officers, directors and Affiliates and hold it harmless from and against all Losses incurred by Indevus arising out of, attributable to or resulting from any Claims to the extent such Claims arise out of (a) the Final Packaging of Bulk Drug Product and Insertion Tools; (b) research, development, testing, use, marketing, sale or other disposition of the Bulk Drug Product or Licensed Product by Orion, its Affiliates, sublicensees or Marketing Distributors or by any other Third Party on Orion’s behalf in connection with the matters to which Territory; or (c) Orion’s willful or criminal wrongdoing or recklessness in performing its material obligations under, or material breach of, this Agreement; provided, including however, that Orion shall not be obligated under this Section 16.2.3 to the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith extent any Claim arises out of any wilful or gross negligence on its or their part in the performance ofcriminal wrongdoing, or from reckless disregard negligent act or omission, or breach of any of Indevus’ relevant obligations or representations and warranties under this Agreement by it or them ofIndevus, its Affiliates or their obligations its subcontractors. 16.2.4 In the event that negligence, recklessness or willful misconduct of both Indevus and duties under this Agreement. Each of the Funds agree Orion is determined to have contributed to any such Claims, Indevus and Orion will each indemnify and hold harmless ICCC and the other with respect to that portion of the Claims determined to be attributable to its nominees from all taxesrespective negligence, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising recklessness or willful misconduct or breach of this Agreement. 16.2.5 With respect to any indemnification under the 1933 Actthis Agreement, the 1934 Act, following shall be applicable: (a) The indemnified Party shall notify the 1940 Act, and indemnifying Party promptly in writing of any state and foreign securities and blue sky laws, all as currently in existence or as amended from time claim which may give rise 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 an obligation on the direction of or in reliance on the advice of each part of the Funds or their outside counselindemnifying Party hereunder; provided, however, that neither ICCC nor failure to provide prompt notice shall not relieve any Party of its nominees the duty to defend or indemnify unless such failure materially prejudices the defense of any matter. (b) The indemnifying Party shall be indemnified against any liability allowed to each timely undertake the sole control of the Funds defence of any such action and claim, including all negotiations for the settlement, or compromise of such claim or action at its sole expense; provided, however, that an indemnifying party shall not, without the written consent of the other Party, which shall not be unreasonably withheld, as part of any settlement or compromise (i) admit to its shareholders liability on the part of the other Party; (ii) agree to an injunction against the other Party; or (iii) settle 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 matter in this Agreement or any Appendix hereto a manner that separately apportions fault to the contrary, ICCC other Party. (c) The indemnified Party shall have no liability to each at the expense of the Funds for indemnifying Party render reasonable assistance, information, co-operation and authority to permit the indemnifying Party to defend such action; provided, however, that an indemnified Party shall not, except at its own cost, voluntarily make any consequential, special payment or indirect losses or damages which each incur any expense with respect to any Claim without the prior written consent of the Funds may incur or suffer as a consequence of ICCC's performance of indemnifying Party, which the services provided in this Agreement or any Appendix heretoindemnifying Party shall not be required to give.

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 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 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.

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.

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 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 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 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 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.