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 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 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 nor (a) The Fund agrees to indemnify, defend and hold the Placement Agent and its affiliates and their respective officers, directors, employees, agents, representatives and controlling persons free and harmless from and against any and all claims, demands, liabilities and reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Placement Agent and its affiliates and their respective officers, directors, employees, agents and/or any such controlling person may incur arising out of or based upon (i) any untrue statement of a material fact or omission to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading contained in the Memorandum or other Offering Documents (except to the extent such untrue statement or omission was made in reliance on and in conformity with information provided in writing to the Fund by the Placement Agent for inclusion in the Memorandum or other Offering Documents); (ii) any material breach by the Fund of any provision of this Agreement including any representation, warranty, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Fund or its officers, directors, employee, agents (other than the Placement Agent), or representatives; (iv) any actions of the Fund and its officers, directors, employees and agents relating to the sale of Shares, including but not limited to any statements or representations, written or oral, concerning the Fund that such a party makes to the Placement Agent and its agents and representatives; or (v) the actions of the Fund and its employees and agents relating to the Fund’s processing of Subscription Agreements and the servicing of customer accounts; provided that the Fund shall not indemnify and hold harmless the Placement Agent, or its employees, principals, stockholders, directors, officers or agents for any such loss, claim, damage, liability, cost or expense relating to, based upon, or arising out of an act or omission by the Placement Agent, its employees, principals, stockholders, directors, officers, or agents constituting negligence, misconduct, a violation of law or a material breach of a representation or covenant contained in this Agreement. The Fund’s agreement to indemnify the Placement Agent and other indemnitees as aforesaid is expressly conditional upon the Fund being promptly notified of any action brought against the Placement Agent, such notification to be given by letter or facsimile addressed to the Fund at the address set forth in this Agreement or other address communicated to the Placement Agent in writing (but only to the extent that the Fund is prejudiced by the failure to give prompt notice), and further conditional upon the Placement Agent reasonably cooperating with the Fund with respect to any claim or demand for which the Placement Agent seeks indemnity and promptly defending such claims if the Fund reasonably requests. In addition, any determination by the Fund under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund agrees to promptly notify the Placement Agent of the commencement of any litigation proceeding against the Fund or any of its officers, officers or 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 issue and sale of any Shares. (b) The Placement Agent agrees to indemnify, defend and hold the Fund and each controlling person free and harmless from and against any and all claims, demands, liabilities and reasonable expenses (including the cost of investigating or defending against such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which such party may incur arising out of or based upon (i) any material breach by the Placement Agent of any provision of this AgreementAgreement including any representation, warranty, covenant or agreement set forth herein; (ii) any material violation of any applicable law by the Placement Agent or its officers, directors, employee, agents, or representatives; (iii) any actions of the Placement Agent and its officers, directors, employees and agents relating to the sale of Shares, including but not limited to any statements or representations, written or oral, concerning the Appendices hereto, relates, except Placement Agent that such a loss resulting from willful misfeasance, bad faith or gross negligence on party makes to the Fund and its or their part in agents and representatives; (iv) the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each actions of the Funds agree Placement Agent and its employees and agents relating to the Placement Agent’s processing of Subscription Agreements and the servicing of customer accounts; or (v) any act or omission made in respect of its function as the Placement Agent; provided that the Placement Agent shall not indemnify and hold harmless ICCC the Fund, or its employees, principals, stockholders, directors, officers or agents for any such loss, claim, damage, liability, cost or expense relating to, based upon, or arising out of an act or omission by the Fund, its employees, principals, stockholders, directors, officers, or agents constituting negligence, misconduct, a violation of law or a material breach of a representation or covenant contained in this Agreement. The Placement Agent’s agreement to indemnify the Fund and other indemnitees as aforesaid is expressly conditional upon the Placement Agent being promptly notified of any action brought against such party, such notification to be given by letter or facsimile addressed to the Placement Agent at its nominees from all taxesaddress set forth herein or other address communicated to the Fund in writing (but only to the extent that the Placement Agent is prejudiced by the failure to give prompt notice), charges, expenses, assessments, and further conditional upon such party reasonably cooperating with the Placement Agent with respect to any claim or demand for which any of such party seeks indemnity and promptly defending such claims if the Placement Agent reasonably requests. The Placement Agent agrees to promptly notify the Fund of the commencement of any litigation proceeding against the Placement Agent or any of its officers or directors in connection with the issue and liabilities sale of any Shares. (including, without limitation, liabilities arising c) If recovery is not available under the 1933 Actforegoing indemnification provisions of this Section 6 for any reason other than as specified therein, the 1934 Actparties entitled to indemnification by the terms thereof shall be entitled to contribution toward the amount paid or payable by such indemnified party as a result of the liabilities, claims, costs (including attorneys fees and expenses) damages and expenses referred to in Subsection (a) or (b) above. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the relative benefits received by each party from the offering of the Shares, the 1940 Actparties’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any untrue statement or omission, and any state and foreign securities and blue sky laws, all as currently in existence other equitable considerations appropriate under the circumstance. (d) Promptly after receipt by either party of notice of any claim or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from the commencement of any action or thing proceedings with respect to which ICCC takes such party may be entitled to be indemnified hereunder, the party claiming a right to indemnification (the “Indemnified Party”) will notify the other party (the “Indemnifying Party”) in writing of such claim or does the commencement of such action or omits proceedings, and the Indemnifying Party will assume the defense of such action or proceeding and will employ counsel satisfactory to take the Indemnified Party and will pay the fees and expenses of such counsel as incurred. Notwithstanding the preceding sentence, the Indemnified Party will be entitled to employ counsel separate from the Indemnifying Party’s counsel and from any other party in such action if the Indemnified Party determines that a conflict of interest exists which makes counsel chosen by the Indemnifying Party not advisable or do at if the request or on Indemnified Party reasonably determines that the direction of or in reliance on the advice of each Indemnifying Party’s assumption of the Funds defense does not adequately represent the Indemnified Party’s interest. In such event the Indemnifying Party will pay the fees and disbursements of such separate counsel, but in no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to local counsel) for the Indemnified Party in connection with any one action or their outside counsel; provided, that neither ICCC nor any of its nominees shall be indemnified against any liability to each of separate but similar or related actions in the Funds or to its shareholders (or any expenses incident to such liability) same jurisdiction arising out of ICCC's own willful misfeasancethe same general allegations or circumstances. (e) The Indemnifying Party agrees that it will not, bad faithwithout the prior written consent of the Indemnified Party, gross negligence settle any pending or reckless disregard threatened claim or proceeding related to or arising out of its duties such engagement or transactions or conduct in connection therewith (whether or not the Indemnified Party is a party to such claim or proceeding) unless such settlement includes a provision unconditionally releasing the Indemnified Party from and obligations under holding the Indemnified Party harmless against all liability in respect of claims by any releasing party related to or arising out of such engagement or any transaction or conduct in connection therewith. The Indemnifying Party will also promptly reimburse the Indemnified Party for all reasonable expenses (including counsel fees) as they are incurred by the Indemnified Party in connection with investigating, preparing or defending, or providing evidence in, any pending or threatened claim or proceeding in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is a party to such claim or proceeding) or in enforcing this Agreement. Notwithstanding anything else in . (f) The provisions of this Agreement or any Appendix hereto to the contrary, ICCC Section 6 shall have no liability to each survive termination 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 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 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 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.

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 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 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 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 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 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.