Common use of Exculpation; Indemnification Clause in Contracts

Exculpation; Indemnification. 5.1. The Fund shall not be liable to the Authorized Firm and the Authorized Firm shall not be liable to the Fund except for acts or failures to act which constitute lack of good faith or negligence and for obligations expressly assumed by either party hereunder. Nothing contained in this Agreement is intended to operate as a waiver by the Fund or by the Authorized Firm of compliance with any applicable law, rule, or regulation. 5.2. The Authorized Firm will indemnify the Fund and hold it harmless from any claims or assertions relating to the lawfulness of the Authorized Firm's participation in this Agreement and the transactions contemplated hereby or relating to any activities of any persons or entities affiliated with the Authorized Firm performed in connection with the discharge of its responsibilities under this Agreement. If any such claims are asserted, the Fund shall have the right to manage its own defense, including the selection and engagement of legal counsel of its choosing, and all costs of such defense shall be borne by the Authorized Firm.

Exculpation; Indemnification. 5.1. The Fund shall not be liable to the Authorized Firm and the Authorized Firm shall not be liable to the Fund except for acts or failures to act which constitute lack of good faith or negligence and for obligations expressly assumed by either party hereunder. Nothing contained in this Agreement is intended to operate as a waiver by the Fund or by the Authorized Firm of compliance with any applicable law, rule, or regulation. 5.2. The Authorized Firm will indemnify the Fund and hold it harmless from any claims or assertions relating to the lawfulness of the Authorized Firm's ’s participation in this Agreement and the transactions contemplated hereby or relating to any activities of any persons or entities affiliated with the Authorized Firm performed in connection with the discharge of its responsibilities under this Agreement. If any such claims are asserted, the Fund shall have the right to manage its own defense, including the selection and engagement of legal counsel of its choosing, and all costs of such defense shall be borne by the Authorized Firm.