By the Fund. The Fund agrees to indemnify and hold harmless you and each person, if any, who controls you within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which you or such controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon facts which would constitute a breach by the Fund of any warranty, representation, covenant or agreement in this Agreement.
By the Fund. (i) The Fund agrees to indemnify and hold the Sub-Adviser, its officers and directors, and any person who controls the Sub-Adviser within the meaning of Section 15 of the 1933 Act (each, a “Sub-Adviser Indemnitee”) harmless from any and all direct liabilities, losses or damages (including reasonable attorneys’ fees) arising out of any claim, demand, action, suit or proceeding arising out of any misrepresentation of a material fact or the omission of a fact necessary to make information not misleading in the Registration Statement, any proxy statement, or any annual or semi-annual report to investors in the Fund (other than a misstatement or omission relating to disclosure about the Sub-Adviser approved by the Sub-Adviser or provided to the Adviser or the Fund by the Sub-Adviser).
By the Fund. The Fund represents that:
By the Fund. The Fund warrants that it shall maintain all registrations, licenses, bonds, and approvals that may be necessary in the performance of its duties hereunder.
By the Fund. (i) The Fund hereby agrees to indemnify the Sub-Adviser Indemnitee against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Sub-Adviser Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while acting in any capacity set forth above in this paragraph or thereafter by reason of his having acted in any such capacity, except with respect to any matter as to which he shall have been adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the Fund and furthermore, in the case of any criminal proceeding, so long as he had no reasonable cause to believe that the conduct was unlawful, provided, however, that (1) no Sub-Adviser Indemnitee shall be indemnified hereunder against any liability to the Fund or its shareholders or any expense of such Sub-Adviser Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “Disabling Conduct”), (2) as to any matter disposed of by settlement or a compromise payment by such Sub-Adviser Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Fund and that such Sub-Adviser Indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Fund and did not involve Disabling Conduct by such Sub-Adviser Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Sub-Adviser Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Sub-Adviser Indemnitee was authorized by a majority of the full Board of the Fund. Notwithstanding the foregoing, the Fund shall not be obligated to provide any su...
By the Fund. The Fund acquired from Pinnacle Towers, and Pinnacle ----------- Towers issued to the Fund, 35,000 shares of Pinnacle Towers' Class A Common Stock, and in consideration for such shares the Fund contributed to Pinnacle Towers cash in the amount of $3,500,000.
By the Fund. Intermediary additionally agrees to inform the Fund whether it plans to perform (i) or (ii).
By the Fund. The Fund hereby indemnifies the Custodian and its partners, employees, and officers , and agrees to hold each of them harmless from and against all claims and liabilities, including counsel fees and taxes, incurred or assessed against any of them in connection with the performance of this Agreement and any Instruction, except for claims and liabilities that are due to the negligence, bad faith or willful misconduct of the Custodian. The Fund shall not be liable for any payment or settlement effected without its prior written consent, which consent shall not be unreasonably withheld.
By the Fund. The Fund may terminate this Agreement upon its sale of the Building, to be effective one year from the closing date of any such sale, and with written notice to PREA on or before the closing date. The Fund may also terminate this Agreement "for cause" and with three months advanced notice to PREA in writing if PREA fails to perform its obligations as provided in this Agreement. For the purposes of this Agreement, "for cause" shall mean:
By the Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects the Fund's rights under such agreement, except upon prior written approval of the Fund pursuant to Special Instructions.
