Common use of Liability of the Parties Clause in Contracts

Liability of the Parties. The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person of the Adviser within the meaning of Section 2(a)(3) of the Investment Company Act (“Affiliated Person”), and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager (“Controlling Person”), against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such Affiliated Person or Controlling Person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust or the Funds that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any Affiliate Person acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement. The Manager agrees to indemnify and hold harmless, the Adviser, any Affiliated Person of the Adviser, and each Controlling Person of the Adviser, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser or its Affiliated Persons or Controlling Person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Manager’s responsibilities to the Trust or the Funds that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard by the Manager or by any of its directors, officers, employees, agents, or any Affiliated Person acting on behalf of the Manager of the Manager’s obligations and/or duties under its agreements with the Trust or the Funds. The indemnification in this Section shall survive the termination of this Agreement

Liability of the Parties. The Adviser shall have no liability Landlord represents and warrants that, to the Trustbest of Landlord’s knowledge, its shareholders or there are no hazardous materials on the Property as of the Commencement Date in violation of any third party arising out of or related to this Agreement, provided however, the Adviser agrees to laws. Landlord shall indemnify and hold harmlessTenant harmless from any liability resulting from Landlord’s violation of this representation and warranty, unless the Manager, any affiliated person of hazardous materials are present on the Adviser within the meaning of Section 2(a)(3) of the Investment Company Act (“Affiliated Person”), and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager (“Controlling Person”), against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such Affiliated Person or Controlling Person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities Property due to the Trust act or the Funds that may be based upon any willful misfeasanceomission of Tenant or its agents, bad faith, gross negligence, or reckless disregard of the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directorsemployees, officers, licensees or contractors, in which event Tenant shall be obligated to indemnify Landlord as hereafter provided. Tenant shall hold Landlord free, harmless, and indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason of Tenant's failure to comply with this Article 13 including, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into the same condition as prior to the Commencement Date and into full compliance with all Environmental Laws; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into compliance with law; and (iii) the reasonable fees and expenses of Landlord's attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 13. Notwithstanding the foregoing, Tenant’s obligations under this Article 13 shall not apply to any condition or matter constituting a violation of any law that was not caused, in whole or in part, by Tenant or Tenant's agents, employees, agentsofficers, partners, contractors, servants or any Affiliate Person acting on behalf of the Adviserinvitees. The indemnification covenants contained in this Section Article 13 shall survive the expiration or termination of this Agreement. The Manager agrees Lease, and shall continue for so long as either party and its successors and assigns may be subject to any expense, liability, charge, penalty, or obligation against which the other party has agreed to indemnify and hold harmless, the Adviser, any Affiliated Person of the Adviser, and each Controlling Person of the Adviser, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser or its Affiliated Persons or Controlling Person may become subject it under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Manager’s responsibilities to the Trust or the Funds that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard by the Manager or by any of its directors, officers, employees, agents, or any Affiliated Person acting on behalf of the Manager of the Manager’s obligations and/or duties under its agreements with the Trust or the Funds. The indemnification in this Section shall survive the termination of this AgreementArticle 13.

Liability of the Parties. The Adviser shall have no liability to the TrustCompany, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmless, the Manager, any affiliated person of the Adviser Manager within the meaning of Section 2(a)(3) of the Investment Company Act (“Affiliated Person”), and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager (“Controlling Person”), against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such Affiliated Person or Controlling Person may become subject under the securities or commodities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust or the Funds Company that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of of, the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any Affiliate Affiliated Person acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement. The Manager agrees to indemnify and hold harmless, the Adviser, any Affiliated Person of the Adviser, and each Controlling Person of the Adviser, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser or its Affiliated Persons or Controlling Person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Manager’s responsibilities to the Trust or the Funds Company that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard by the Manager or by any of its directors, officers, employees, agents, or any Affiliated Person acting on behalf of the Manager of the Manager’s obligations and/or duties under its agreements with the Trust or the FundsCompany. The indemnification in this Section shall survive the termination of this Agreement.

Liability of the Parties. The Adviser Landlord represents and warrants that, to Landlord’s knowledge, there are no hazardous materials on the Property as of the Commencement Date in violation of any laws. Landlord shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to indemnify and hold harmlessTenant harmless from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which results from Landlord’s violation of this representation and warranty, unless the Manager, any affiliated person of hazardous materials are present on the Adviser within the meaning of Section 2(a)(3) of the Investment Company Act (“Affiliated Person”), and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager (“Controlling Person”), against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such Affiliated Person or Controlling Person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities Property due to the Trust act or the Funds that may be based upon any willful misfeasanceomission of Tenant or its agents, bad faith, gross negligence, or reckless disregard of the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directorsemployees, officers, or contractors, in which event Tenant shall be obligated to indemnify Landlord as hereafter provided. Tenant shall hold Landlord free, harmless, and indemnified from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason of Tenant’s material failure to comply with this Article 20 including, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into the same condition as on the Commencement Date and into material compliance with all Environmental Laws existing as of the Compliance Date; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into material compliance with law; and (iii) the reasonable fees and expenses of Landlord’s attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 20. Notwithstanding the foregoing, Tenant’s obligations under this Article 20 shall not apply to any condition or matter constituting a violation of any law that was not caused, in whole or in part, by Tenant or Tenant’s agents, employees, officers, partners, contractors, servants or invitees which existed prior to the commencement of Tenant’s use or occupancy of the Premises and to the extent the violation is caused by, or results from, the acts or omissions of Landlord its agents, employees, officers or any Affiliate Person acting on behalf of the Advisercontractors. The indemnification covenants contained in this Section Article 20 shall survive the expiration or termination of this Agreement. The Manager agrees Lease, and shall continue for so long as either party and its successors and assigns may be subject to any expense, liability, charge, penalty, or obligation against which the other party has agreed to indemnify and hold harmless, the Adviser, any Affiliated Person of the Adviser, and each Controlling Person of the Adviser, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser or its Affiliated Persons or Controlling Person may become subject it under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Manager’s responsibilities to the Trust or the Funds that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard by the Manager or by any of its directors, officers, employees, agents, or any Affiliated Person acting on behalf of the Manager of the Manager’s obligations and/or duties under its agreements with the Trust or the Funds. The indemnification in this Section shall survive the termination of this AgreementArticle 20.

Liability of the Parties. The Neither the Sub-Adviser nor its ------------------------- shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall have no liability be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio in connection with the matters to which this Agreement relates except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resultxxx xxxx willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also a director, officer, employee, shareholder, member or agent of the Sub-Adviser, who may be or become an officer, director, or trustee of the Trust, its shareholders shall be deemed, when rendering services to the Trust or acting on any third party arising out business of the Trust (other than services or related business in connection with the Sub-Adviser's duties hereunder), to this Agreementbe rendering such services to or acting solely for the Trust and not as a director, provided howeverofficer, employee, shareholder, member or agent of the Sub-Adviser, or one under the Sub-Adviser's control or direction, even though paid by the Sub-Adviser. The Sub-Adviser will indemnify the Adviser agrees to indemnify and its directors, members, trustees, officers, employees and agents ("Adviser Parties") against and hold harmless, the Manager, any affiliated person of the Adviser within the meaning of Section 2(a)(3) of the Investment Company Act (“Affiliated Person”), and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager (“Controlling Person”), against Parties harmless from any and all losses, claims, damages, liabilities or litigation expenses (including reasonable legal counsel fees and other expenses)) arising from any claim, to demand, action or suit which results from the Manager or Sub-Adviser Parties' (as such Affiliated Person or Controlling Person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust or the Funds that may be based upon any term is defined immediately below) willful misfeasance, bad faith, gross negligence, negligence or reckless disregard of the Sub-Adviser’s 's obligations and/or and duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any Affiliate Person acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement. The Manager agrees to indemnify and hold harmless, the Adviser, any Affiliated Person of the Adviser, and each Controlling Person of the Adviser, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser or its Affiliated Persons or Controlling Person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Manager’s responsibilities to the Trust or the Funds that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard by the Manager or by any of its directors, officers, employees, agents, or any Affiliated Person acting on behalf of the Manager of the Manager’s obligations and/or duties under its agreements with the Trust or the Funds. The indemnification in this Section shall survive the termination of this Agreement.

Liability of the Parties. The Adviser (a) Tenant shall neither assert nor seek to enforce any claim for breach of this Lease against any of Landlord’s assets other than Landlord’s interest in the Building, and Tenant agrees to look solely to such interest for the satisfaction of any liability of Landlord under this Lease, it being specifically agreed that neither Landlord, nor any successor holder of Landlord’s interest hereunder, nor any beneficiary of any Trust of which any person from time to time holding Landlord’s interest is Trustee, nor any such Trustee, nor any member, manager, partner, director or stockholder nor Landlord’s managing agent shall ever be personally liable for any such liability. This paragraph shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord’s successors-in-interest, or to take any other action which shall not involve the personal liability of Landlord, or of any successor holder of Landlord’s interest hereunder, or of any beneficiary of any trust of which any person from time to time holding Landlord’s interest is Trustee, or of any such Trustee, or of any manager, member, partner, director or stockholder of Landlord or of Landlord’s managing agent, to respond in monetary damages from Landlord’s assets other than Landlord’s interest in said Building, as aforesaid, but in no liability event shall Tenant have the right to the Trust, terminate or cancel this Lease or to withhold rent or to set-off any claim or damages against rent as a result of any default by Landlord or breach by Landlord of its shareholders covenants or any third party arising out warranties or promises hereunder, except in the case of a wrongful eviction of Tenant from the demised premises (constructive or related actual) by Landlord continuing after notice to Landlord thereof and a reasonable opportunity for Landlord to cure the same. In no event shall Landlord ever be liable for any indirect or consequential damages or loss of profits or the like. In the event that Landlord shall be determined to have wrongfully withheld any consent or approval under this Agreement, provided howeverLease, the Adviser agrees to indemnify sole recourse and hold harmless, the Manager, any affiliated person remedy of the Adviser within Tenant in respect thereof shall be to specifically enforce Landlord’s obligation to grant such consent or approval, and in no event shall the meaning Landlord be responsible for any damages of Section 2(a)(3) whatever nature in respect of its failure to give such consent or approval nor shall the same otherwise affect the obligations of the Investment Company Act (“Affiliated Person”), and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager (“Controlling Person”), against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such Affiliated Person or Controlling Person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust or the Funds that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of the Adviser’s obligations and/or duties Tenant under this Agreement by the Adviser Lease or by act as any of its directors, officers, employees, agents, or any Affiliate Person acting on behalf of the Adviser. The indemnification in this Section shall survive the termination of this Agreement. The Manager agrees to indemnify and hold harmless, the Adviser, any Affiliated Person of the Adviser, and each Controlling Person of the Adviser, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser or its Affiliated Persons or Controlling Person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Manager’s responsibilities to the Trust or the Funds that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard by the Manager or by any of its directors, officers, employees, agents, or any Affiliated Person acting on behalf of the Manager of the Manager’s obligations and/or duties under its agreements with the Trust or the Funds. The indemnification in this Section shall survive the termination of this AgreementLease.

Liability of the Parties. The Adviser shall have Landlord represents and warrants that, to Landlord’s knowledge, there are no liability hazardous materials on the Property as of the Commencement Date in violation of any laws pertaining to the Trustenvironmental matters or regulating, its shareholders prohibiting or any third party arising out of otherwise having to do with asbestos and all other toxic, radioactive, or related to this Agreementhazardous wastes or materials (collectively “Environmental Laws”); including, provided howeverbut not limited to, the Adviser agrees to Federal Clean Air Act, the Federal Water Pollution Control Act, and the Comprehensive Environmental Response, Compensation, and Liability Act of 1980. Landlord shall indemnify and hold harmlessTenant harmless from any liability resulting from Landlord’s violation of this representation and warranty, unless the Manager, any affiliated person of hazardous materials are present on the Adviser within the meaning of Section 2(a)(3) of the Investment Company Act (“Affiliated Person”), and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager (“Controlling Person”), against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such Affiliated Person or Controlling Person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities Property due to the Trust act or the Funds that may be based upon any willful misfeasanceomission of Tenant or its agents, bad faith, gross negligence, or reckless disregard of the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directorsemployees, officers, licensees or contractors, in which event Tenant shall be obligated to indemnify Landlord as hereafter provided. Tenant shall indemnify and hold Landlord harmless from any penalty, fine, claim, demand, liability, cost, or charge whatsoever which Landlord shall incur, or which Landlord would otherwise incur, by reason of Tenant's failure to comply with this Article 20 including, but not limited to: (i) the cost of full remediation of any contamination to bring the Property into the same condition as prior to the Commencement Date and into full compliance with all Environmental Laws; (ii) the reasonable cost of all appropriate tests and examinations of the Premises to confirm that the Premises and any other contaminated areas have been remediated and brought into compliance with Environmental Laws; and (iii) the reasonable fees and expenses of Landlord's attorneys, engineers, and consultants incurred by Landlord in enforcing and confirming compliance with this Article 20. Notwithstanding the foregoing, Tenant’s obligations under this Article 20 shall not apply to any condition or matter constituting a violation of any Environmental Laws that was not caused, in whole or in part, by Tenant or Tenant's agents, employees, agentsofficers, partners, contractors, servants or any Affiliate Person acting on behalf of the Adviserinvitees. The indemnification covenants contained in this Section Article 20 shall survive the expiration or termination of this Agreement. The Manager agrees Lease, and shall continue for so long as either party and its successors and assigns may be subject to any expense, liability, charge, penalty, or obligation against which the other party has agreed to indemnify and hold harmless, the Adviser, any Affiliated Person of the Adviser, and each Controlling Person of the Adviser, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser or its Affiliated Persons or Controlling Person may become subject it under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Manager’s responsibilities to the Trust or the Funds that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard by the Manager or by any of its directors, officers, employees, agents, or any Affiliated Person acting on behalf of the Manager of the Manager’s obligations and/or duties under its agreements with the Trust or the Funds. The indemnification in this Section shall survive the termination of this AgreementArticle 20.

Liability of the Parties. The Adviser Lessee shall have no procure and pay the premium for liability insurance naming the Lessor as Additional Insured in the amounts of One Million Dollars ($1,000,000.00) in respect of injuries to any person, one Million Dollars ($1,000,000.00) in respect to any one accident, and Seven Hundred Fifty Thousand Dollars ($750,000,00) in respect to property damage, to protect Lessee and Lessor against liability for such injury to persons and such damage upon or about the Trust, its shareholders or any third party arising out of or related to this Agreement, provided however, the Adviser agrees to Premises. Lessee shall indemnify and hold harmless, the Manager, any affiliated person of the Adviser within the meaning of Section 2(a)(3) of the Investment Company Act (“Affiliated Person”), and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager (“Controlling Person”), against save harmless Lessor from any and all lossesliabilities, claimspenalties, damages, liabilities or litigation (including reasonable legal expenses, judgments, attorneys’ fees and other expenses)losses by reason of injury, or claim of injury, to which the Manager any person or such Affiliated Person or Controlling Person may become subject under the securities lawsproperty, of any other federal or state lawnature, at common law or otherwiseand howsoever caused, arising out of the Adviser’s responsibilities to use, occupancy or control of the Trust Premises, or the Funds that may be based upon streets, driveways, parking areas, sidewalks and alleys adjacent thereto, by Lessee at any willful misfeasancetime during the demised term, bad faith, gross negligence, whether or reckless disregard not caused by negligence of the Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of Lessee, its directorsagents, officersservants, employees, invitees or customers, unless the same be caused by the fault or negligence of Lessor. Lessee shall indemnify and save Lessor harmless from the cost and expense of defending against the same or the settlement thereof, including attorneys’ fees. Lessee agrees to pay any judgment which may be obtained against Lessor in any such event, or on account thereof. Lessor shall promptly notify Lessee of any claim of Injury, to persons or property, and shall promptly deliver to Lessee the original or a true copy of any summons or other process, pleading, or notice issued in any suit or other proceeding to assert or enforce any such claim. Lessor and Lessee each waive their respective right of recovery from the other of losses incurred as the result of negligence or omission of the other or their respective agents, servants or employees insofar as such losses are covered and paid by a policy of insurance; in the event any Affiliate Person acting on behalf such loss is not so covered and paid, this waiver of the Advisersubrogation rights shall not be a bar to any action to recover such loss. The indemnification in It is intended by this Section shall survive the termination of this Agreement. The Manager agrees to indemnify and hold harmless, the Adviser, any Affiliated Person of the Adviser, and paragraph that each Controlling Person of the Adviser, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser party hereby waives his or its Affiliated Persons insurance company’s right of subrogation contained in any policy of insurance that such party may carry to protect its property, whether real, personal or Controlling Person may become subject mixed, under which policy the securities laws, insurance company pays the loss and thus to prevent such insurance company from bringing any other federal or state law, at common law or otherwise, arising out of action to recover any moneys paid pursuant to said policy. Lessee shall procure and pay the Manager’s responsibilities to premium for property insurance insuring the Trust or real property and improvements against loss by fire and hazards included within the Funds that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard term “extended coverage” while permitted by the Manager Lessee’s insurance carrier or by any of its directors, officers, employees, agents, or any Affiliated Person acting on behalf of while Lessee shall be deemed to have an insurable interest in the Manager of the Manager’s obligations and/or duties under its agreements with the Trust or the Funds. The indemnification in this Section shall survive the termination of this Agreementreal property and improvements.