Common use of LIABILITY OF THE SUB-ADVISER Clause in Contracts

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act0000 Xxx) and all controlling xxxxxxx persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Sub- Adviser with respect to a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the each Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx coxxxxxxxxg persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter L or M of the Code, to the extent applicable, by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx thereof (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund or the Sub-Adviser being in violation (the existence of such violation as agreed upon in good faith by the Adviser and the Sub-Adviser or causing the Fund to be in violation as otherwise determined by a court of law or state or federal governmental or regulatory body) of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (bc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement; provided, however, that with respect to clauses (a) and (b) above, the violation did not result directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents; provided further that in the event that the violation resulted in part directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents and in part from the actions or omissions of the Sub-Adviser, the Sub-Adviser shall indemnify the Adviser and the Fund for such portion of such loss that is attributable directly or indirectly to the action or omission of the Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of Papp Small & Mid-Cap Growth Fuxx, Inc. pursuant to the Investment Advisory Agreement between Papp Small & Mid-Cap Growth Fuxx, Inc. and L. Roy Papp & Associates, dated ax xx Xxxtember 25, 1998, subject to the standard set forth in this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the SEC (including any amendment, supplement, or sticker to any of the foregoing), and advertising and sales material relating to each Fund, as applicable (collectively the “Disclosure Documents”) relating to the Sub-Adviser and the Sub-Adviser’s affiliates, and other information in each case solely as supplied by the Sub-Adviser for inclusion therein in response to requests by the Adviser for said information. Neither the Sub-Adviser nor any of its directors, officers, employees, agents or affiliates shall be liable to the Adviser Indemnitees (as defined below) Adviser, the Trust, the Fund or its shareholders for any losses, claims, damageslosses, liabilities or litigation damages (including legal reasonable attorneys’ fees and other related expenses) incurred or (“Losses”) suffered by an Adviser Indemnitee as a result of the Adviser, the Trust or the Fund resulting from any error of judgment or mistake loss arising out of any investment, or for any other act or omission made in the exercise of the Sub-Adviser’s duties under this Agreement except for Losses resulting from willful misconduct, bad faith, gross negligence, reckless disregard of the obligations or duties of the Sub-Adviser, or from the violation of applicable law by the Sub-Adviser with respect to a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder directors, officers, employees, agents or its reckless disregard of its obligations and duties under this Agreementaffiliates.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx thereof (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund or the Sub-Adviser being in violation (the existence of such violation as agreed upon in good faith by the Adviser and the Sub-Adviser or causing the Fund to be in violation as otherwise determined by a court of law or state or federal governmental or regulatory body) of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (bc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement; provided, however, that with respect to clauses (a) and (b) above, the violation did not result directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents; provided further that in the event that the violation resulted in part directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents and in part from the actions or omissions of the Sub-Adviser, the Sub-Adviser shall indemnify the Adviser and the Fund for such portion of such loss that is attributable directly or indirectly to the action or omission of the Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of Papp Stock Fund, Inc. pursuant xx the Investment Advisory Agreement between L. Roy Papp Stock Fund, Inc. and X. Xxx Xapp & Associates, dated ax xx Xxxember 7, 1989, subject to the standard set forth in this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) or the Fund for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an the Adviser Indemnitee or the Fund as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, Adviser and the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser being in violation or causing Adviser, unless acting at the Fund to be in violation direction of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (c) the Fund or the Subadviser being in violation in any material respect of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser within the scope of the Sub-Adviser's services hereunder.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx thereof (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund or the Sub-Adviser being in violation (the existence of such violation as agreed upon in good faith by the Adviser and the Sub-Adviser or causing the Fund to be in violation as otherwise determined by a court of law or state or federal governmental or regulatory body) of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (bc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement; provided, however, that with respect to clauses (a) and (b) above, the violation did not result directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents; provided further that in the event that the violation resulted in part directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents and in part from the actions or omissions of the Sub-Adviser, the Sub-Adviser shall indemnify the Adviser and the Fund for such portion of such loss that is attributable directly or indirectly to the action or omission of the Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of Papp America-Pacific Rim Fund, Xxx. pursuant to the Investment Advisory Agreement between Papp America-Pacific Rim Fund, Xxx. and L. Roy Papp & Associates, dated ax xx Xxxember 18, 1996, subject to the standard set forth in this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act0000 Xxx) and all controlling xxxxxxx persons thereof (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund or the Sub-Adviser being in violation (the existence of such violation as agreed upon in good faith by the Adviser and the Sub-Adviser or causing the Fund to be in violation as otherwise determined by a court of law or state or federal governmental or regulatory body) of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (bc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement; provided, however, that with respect to clauses (a) and (b) above, the violation did not result directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents; provided further that in the event that the violation resulted in part directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents and in part from the actions or omissions of the Sub-Adviser, the Sub-Adviser shall indemnify the Adviser and the Fund for such portion of such loss that is attributable directly or indirectly to the action or omission of the Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of the [insert name of fund] pursuant to [identify agreement], subject to the standard set forth in this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) or the Fund for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an the Adviser Indemnitee or the Fund as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, Adviser and the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectivelyagainst, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser being in violation or causing Adviser, unless acting at the Fund to be in violation direction of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (c) the Fund or the Sub-Adviser being in violation in any material respect of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser within the scope of the Sub-Adviser's services hereunder.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx thereof (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund or the Sub-Adviser being in violation (the existence of such violation as agreed upon in good faith by the Adviser and the Sub-Adviser or causing the Fund to be in violation as otherwise determined by a court of law or state or federal governmental or regulatory body) of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (bc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement; provided, however, that with respect to clauses (a) and (b) above, the violation did not result directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents; provided further that in the event that the violation resulted in part directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents and in part from the actions or omissions of the Sub-Adviser, the Sub-Adviser shall indemnify the Adviser and the Fund for such portion of such loss that is attributable directly or indirectly to the action or omission of the Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of Papp America-Abroad Fund, Inc. xxxsuant to the Investment Advisory Agreement between Papp America-Abroad Fund, Inc. xxx L. Roy Papp & Associates, dated ax xx Xxxust 29, 1991, subject to the standard set forth in this Agreement.