Common use of Indemnification of NLCS Clause in Contracts

Indemnification of NLCS. The Trust shall on behalf of each Fund, indemnify and hold NLCS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities arising out of or attributable to: (i) the Trust’s refusal or failure to comply with the terms of this Agreement, (ii) the Trust’s lack of good faith, gross negligence or willful misconduct with respect to the Trust’s performance under or in connection with this Agreement, or (iii) all reasonable actions taken by NLCS hereunder in good faith without gross negligence, willful misconduct or reckless disregard of its duties. NLCS shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the Trust, advice of the Trust, or of counsel for the Trust and upon statements of the Trust’s independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of NLCS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. The Trust shall hold NLCS harmless in regard to any liability incurred by reason of the inaccuracy of such information provided by the Trust or its other Service Providers or for any action reasonably taken or omitted in good faith reliance on such information.

Indemnification of NLCS. The Trust Fund shall on behalf of each Fund, indemnify and hold NLCS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities arising out of or attributable to: (i) the TrustFund’s refusal or failure to comply with the terms of this Agreement, (ii) the TrustFund’s lack of good faith, gross negligence or willful misconduct with respect to the TrustFund’s performance under or in connection with this Agreement, or (iii) all reasonable actions taken by NLCS hereunder in good faith without gross negligence, willful misconduct or reckless disregard of its duties. duties .. NLCS shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the TrustFund, advice of the TrustFund, or of counsel for the Trust Fund and upon statements of the TrustFund’s independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of NLCS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. The Trust Fund shall hold NLCS harmless in regard to any liability incurred by reason of the inaccuracy of such information provided by the Trust Fund or its other Service Providers or for any action reasonably taken or omitted in good faith reliance on such information.

Indemnification of NLCS. The Trust Company shall on behalf of each Fund, indemnify and hold NLCS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities liability arising out of or attributable to: (i) the TrustCompany’s refusal or failure to comply with the terms of this Agreement, (ii) the TrustCompany’s lack of good faith, gross negligence or willful misconduct with respect to the TrustCompany’s performance under or in connection with this Agreement, or (iii) all reasonable actions taken by NLCS hereunder in good faith without gross negligence, willful misconduct or reckless disregard of its duties. duties .. NLCS shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the TrustCompany, advice of the TrustCompany, or of counsel for the Trust Company and upon statements of the TrustCompany’s independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of NLCS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. The Trust Company shall hold NLCS harmless in regard to any liability incurred by reason of the inaccuracy of such information provided by the Trust Company or its other Service Providers or for any action reasonably taken or omitted in good faith reliance on such information.

Indemnification of NLCS. The Trust shall on behalf of each Fund, indemnify and hold NLCS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities liability arising out of or attributable to: (i) the Trust’s refusal or failure to comply with the Federal Securities Laws or the terms of this Agreement, (ii) the Trust’s lack of good faith, gross negligence or willful misconduct with respect to the Trust’s performance under or in connection with this Agreement, or (iii) all reasonable actions taken by NLCS hereunder in good faith without gross negligence, willful misconduct or reckless disregard of its duties. NLCS shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the Trust, advice of the Trust, or of counsel for the Trust and upon statements of the Trust’s independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of NLCS, not in violation of applicable federal or state laws or regulations, regulations and provided further that such action is taken by NLCS without gross negligence, bad faith, willful misconduct or in reckless disregard of its duties. The Trust shall hold NLCS harmless in regard to any liability incurred by reason of the inaccuracy of such information provided by the Trust or its other Service Providers or for any action reasonably taken or omitted in good faith reliance on such information.

Indemnification of NLCS. The Trust Company shall on behalf of each Fund, indemnify and hold NLCS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities liability arising out of or attributable to: (i) the TrustCompany’s refusal or failure to comply with the terms of this Agreement, (ii) the TrustCompany’s lack of good faith, gross negligence or willful misconduct with respect to the TrustCompany’s performance under or in connection with this Agreement, or (iii) all reasonable actions taken by NLCS hereunder in good faith without gross negligence, willful misconduct or reckless disregard of its duties. NLCS shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the TrustCompany, advice of the TrustCompany, or of counsel for the Trust Company and upon statements of the TrustCompany’s independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of NLCS, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. The Trust Company shall hold NLCS harmless in regard to any liability incurred by reason of the inaccuracy of such information provided by the Trust Company or its other Service Providers or for any action reasonably taken or omitted in good faith reliance on such information.