Common use of Agreement to Pay Indemnification Expenses Clause in Contracts

Agreement to Pay Indemnification Expenses. (a) Seller agrees to pay to and indemnify the Trust, and hold the Trust harmless from, any expenses of the Trust arising under Section 2.2(g) or 3.4 of the Administration Agreement, Section 8.1(a)(v) of the Collateral Agreement, Section 3.5 or 3.6 of the Custodian Agreement, Section 5.6 of the Paying Agent Agreement and the last sentence of Section 7.6 of the Trust Agreement (collectively, "Indemnification Expenses"). Subject to Section 2.1(b), Seller shall pay any Indemnification Expense in Federal (immediately available) funds no later than five Business Days after the receipt by Seller, pursuant to Section 2.1(b), of written notice of any claim for Indemnification Expenses. (b) The Trustees shall give notice to, or cause notice to be given to, Seller in writing of any claim for Indemnification Expenses or any threatened claim for Indemnification Expenses immediately upon their acquiring knowledge of such claim. Such written notice shall be accompanied by any demand, bill, xxvoice or other communication received from any third party claimant (a "Claimant") in respect of such Indemnification Expense. (c) The Trust agrees that Seller may, and Seller is authorized on behalf of the Trust to, contest in good faith with any Claimant any amount contained in any claim for Indemnification Expense, provided that if, within such time period as the Trust shall determine to be reasonable, Seller and such Claimant are unable to resolve amicably any disagreement regarding such claim for Indemnification Expense, Seller shall retain counsel reasonably satisfactory to the Trust to represent the Trust in any resulting proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. It is understood that Seller shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel). Seller shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the Claimant, Seller agrees to indemnify the Trustees and the Trust from and against any loss or liability by reason of such settlement or judgment.

Agreement to Pay Indemnification Expenses. (a) Seller agrees Each Shareholder agrees, severally and not jointly, to pay to and indemnify the Trust, and hold the Trust harmless from, its Pro Rata Share of any expenses of the Trust arising under Section 2.2(gSections 2.2(i) or 3.4 of the Administration Agreement, Section Sections 8.1(a)(v) and 8.9 of the Collateral Agreement, Section Sections 3.5 or 3.6 of the Custodian Agreement, Section 5.6 of the Paying Agent Agreement Agreement, Sections 9(a)(ii) and 9(d) of the Purchase Agreement, the last sentence of Section 7.6 and the last sentence of 8.8 of the Trust Agreement (collectively, "“Indemnification Expenses"”). Subject to Section Sections 2.1(b) and (c), Seller shall each Shareholder shall, severally and not jointly, pay its Pro Rata Share of any Indemnification Expense in Federal (immediately available) funds no later than five Business Days after the receipt by Sellersuch Shareholder, pursuant to Section 2.1(b), of written notice of any claim for Indemnification Expenses. (b) The Trustees shall give notice to, or cause notice to be given to, Seller each Shareholder in writing of any claim for Indemnification Expenses or any threatened claim for Indemnification Expenses immediately upon their acquiring knowledge of such claim. Such written notice shall be accompanied by any demand, billxxxx, xxvoice invoice or other communication received from any third party claimant (a "“Claimant"”) in respect of such Indemnification Expense. (c) The Trust agrees that Seller may, and Seller is authorized on behalf of the Trust to, each Shareholder may contest in good faith with any Claimant its Pro Rata Share of any amount contained in any claim for Indemnification Expense, provided that if, within such time period as the Trust shall determine to be reasonable, Seller such Shareholder and such Claimant are unable to resolve amicably any disagreement regarding such claim for Indemnification Expense, Seller such Shareholder shall retain counsel reasonably satisfactory to the Trust to represent the Trust in any resulting proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. It is understood that Seller each Shareholder shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel). Seller If more than one Shareholder retains the same counsel for the Trust, each such Shareholder shall not be liable for its Pro Rata Share of the fees and disbursements of such counsel. No Shareholder shall be liable for any settlement of any proceeding effected that was finalized without its such Shareholder’s written consent, but if settled with such consent or if there be a final judgment for the Claimant, Seller agrees such Shareholder agrees, severally and not jointly, to indemnify the Trustees and the Trust from and against such Shareholder’s Pro Rata Share of any loss or liability by reason of such settlement or judgment.

Agreement to Pay Indemnification Expenses. (a) Seller agrees to pay to and indemnify the Trust, and hold the Trust harmless from, any expenses of the Trust arising under Section 2.2(g2.2(j) or 3.4 of the Administration Agreement, Section 8.1(a)(v) and 8.9 of the Collateral Agreement, Section 3.5 or 3.6 of the Custodian Agreement, Section 5.6 of the Paying Agent Agreement and the last sentence of Section 7.6 of the Trust Agreement (collectively, "“Indemnification Expenses"”). Subject to Section Sections 2.1(b) and (c), Seller shall pay any Indemnification Expense in Federal (immediately available) funds no later than five Business Days after the receipt by Seller, pursuant to Section 2.1(b), of written notice of any claim for Indemnification Expenses. (b) The Trustees shall give notice to, or cause notice to be given to, Seller in writing of any claim for Indemnification Expenses or any threatened claim for Indemnification Expenses immediately upon their acquiring knowledge of such claim. Such written notice shall be accompanied by any demand, billxxxx, xxvoice invoice or other communication received from any third party claimant (a "“Claimant"”) in respect of such Indemnification Expense. (c) The Trust agrees that Seller may, and Seller is authorized on behalf of the Trust to, contest in good faith with any Claimant any amount contained in any claim for Indemnification Expense, provided that if, within such time period as the Trust shall determine to be reasonable, Seller and such Claimant are unable to resolve amicably any disagreement regarding such claim for Indemnification Expense, Seller shall retain counsel reasonably satisfactory to the Trust to represent the Trust in any resulting proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. It is understood that Seller shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel). Seller shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the Claimant, Seller agrees to indemnify the Trustees and the Trust from and against any loss or liability by reason of such settlement or judgment.

Agreement to Pay Indemnification Expenses. (a) Seller agrees and the Underwriters severally, in their respective proportional shares set forth in the table below in this Section 2.1(a), and not jointly, agree to pay to and indemnify the Trust, and hold the Trust harmless from, any expenses of the Trust arising under Section 2.2(g) or 3.4 of the Administration Agreement, Section 8.1(a)(v) of the Collateral Agreement, Section 3.5 or 3.6 of the Custodian Agreement, Section 5.6 of the Paying Agent Agreement and the last sentence of Section 7.6 of the Trust Agreement (collectively, "Indemnification Expenses"). Subject to Section 2.1(b), Seller and the Underwriters shall pay any Indemnification Expense in Federal (immediately available) funds no later than five Business Days after the receipt by Seller, pursuant to Section 2.1(b), of written notice of any claim for Indemnification Expenses.. Goldxxx Xxxhx xxx, at its sole discretion, elect to pay any such Indemnification Expense in the first instance, for the Seller and the Underwriters, and if Goldxxx Xxxhs so elects, the Seller and the Underwriters agree to reimburse Goldxxx Xxxhx xxx their respective proportional share thereof as set forth in the table below: ----------------------------------- Proportional Share ------------------ ----------------------------------- The Seller 50% The Underwriters 50% ----------------------------------- (b) The Trustees shall give notice to, or cause notice to be given to, Seller and the Underwriters in writing of any claim for Indemnification Expenses or any threatened claim for Indemnification Expenses immediately upon their acquiring knowledge of such claim, event or occurrence. Such written notice shall be accompanied by any demand, bill, xxvoice or other communication received from any third party claimant (a "Claimant") in respect of such Indemnification Expense. (c) The Trust agrees that Seller and the Underwriters may, and Seller is and the Underwriters are jointly authorized on behalf of the Trust to, contest in good faith with any Claimant any amount contained in any claim for Indemnification Expense, provided that if, within such time period as the Trust shall determine to be reasonable, Seller and the Underwriters and such Claimant are unable to resolve amicably any disagreement regarding such claim for Indemnification Expense, Seller and the Underwriters shall retain counsel reasonably satisfactory to the Trust to represent the Trust in any resulting proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. It is understood that Seller and the Underwriters shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel). Seller and the Underwriters shall not be liable for any settlement of any proceeding effected without its their written consent, but if settled with such consent or if there be a final judgment for the Claimant, Seller agrees and the Underwriters agree to indemnify the Trustees and the Trust from and against any loss or liability by reason of such settlement or judgment.

Agreement to Pay Indemnification Expenses. (a) Seller agrees Seller[S] agree[s] to pay to and indemnify the Trust, and hold the Trust harmless from, any expenses of the Trust arising under Section 2.2(g) or 3.4 of the Administration Agreement, Section 8.1(a)(v) of the Collateral Agreement, Section 3.5 or 3.6 of the Custodian Agreement, Section 5.6 of the Paying Agent Agreement and the last sentence of Section 7.6 of the Trust Agreement (collectively, "Indemnification Expenses"). Subject to Section 2.1(b), Seller Seller[S] shall pay any Indemnification Expense in Federal (immediately available) funds no later than five Business Days after the receipt by SellerSeller[S], pursuant to Section 2.1(b), of written notice of any claim for Indemnification Expenses. (b) The Trustees shall give notice to, or cause notice to be given to, Seller Seller[S] in writing of any claim for Indemnification Expenses or any threatened claim for Indemnification Expenses immediately upon their acquiring knowledge of such claim. Such written notice shall be accompanied by any demand, bill, xxvoice or other communication received from any third party claimant (a "Claimant") in respect of such Indemnification Expense. (c) The Trust agrees that Seller Seller[S] may, and Seller is Seller[S] [is] [are] authorized on behalf of the Trust to, contest in good faith with any Claimant any amount contained in any claim for Indemnification Expense, provided that if, within such time period as the Trust shall determine to be reasonable, Seller Seller[S] and such Claimant are unable to resolve amicably any disagreement regarding such claim for Indemnification Expense, Seller Seller[S] shall retain counsel reasonably satisfactory to the Trust to represent the Trust in any resulting proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. It is understood that Seller Seller[S] shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel). Seller Seller[S] shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the Claimant, Seller agrees Seller[S] agree[s] to indemnify the Trustees and the Trust from and against any loss or liability by reason of such settlement or judgment.

Agreement to Pay Indemnification Expenses. (a) Seller Each Seller, jointly and severally, agrees to pay to and indemnify the Trust, and hold the Trust harmless from, any expenses of the Trust arising under Section 2.2(g2.2(j) or 3.4 of the Administration Agreement, Section 8.1(a)(v) and 8.9 of the Collateral AgreementAgreements, Section 3.5 or 3.6 of the Custodian Agreement, Section 5.6 of the Paying Agent Agreement, Section 8(c) of the Purchase Agreement and the last sentence of Section 7.6 and the second sentence of Section 8.15 of the Trust Agreement (collectively, "“Indemnification Expenses"”). Subject to Section Sections 2.1(b) and (c), Seller each Seller, jointly and severally, shall pay any Indemnification Expense in Federal (immediately available) funds no later than five Business Days after the receipt by Sellerthe Sellers, pursuant to Section 2.1(b), of written notice of any claim for Indemnification Expenses. (b) The Trustees shall give notice to, or cause notice to be given to, Seller the Sellers in writing of any claim for Indemnification Expenses or any threatened claim for Indemnification Expenses immediately upon their acquiring knowledge of such claim. Such written notice shall be accompanied by any demand, billxxxx, xxvoice invoice or other communication received from any third party claimant (a "“Claimant"”) in respect of such Indemnification Expense. (c) The Trust agrees that Seller the Sellers may, and Seller is the Sellers are authorized on behalf of the Trust to, contest in good faith with any Claimant any amount contained in any claim for Indemnification Expense, provided that if, within such time period as the Trust shall determine to be reasonable, Seller the Sellers and such Claimant are unable to resolve amicably any disagreement regarding such claim for Indemnification Expense, Seller the Sellers shall retain counsel reasonably satisfactory to the Trust to represent the Trust in any resulting proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. It is understood that Seller the Sellers shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel). Seller The Sellers shall not be liable for any settlement of any proceeding effected without its their written consent, but if settled with such consent or if there be a final judgment for the Claimant, Seller each Seller, jointly and severally, agrees to indemnify the Trustees and the Trust from and against any loss or liability by reason of such settlement or judgment.

Agreement to Pay Indemnification Expenses. (a) Seller The Shareholder agrees to pay to and indemnify the Trust, and hold the Trust harmless from, any expenses of the Trust arising under Section 2.2(gSections 2.2(i) or 3.4 of the Administration Agreement, Section Sections 8.1(a)(v) and 8.9 of the Collateral Agreement, Section Sections 3.5 or 3.6 of the Custodian Agreement, Section 5.6 of the Paying Agent Agreement Agreement, Sections 9(b) and 9(e) of the Purchase Agreement, the last sentence of Section 7.6 and the last sentence of 8.8 of the Trust Agreement (collectively, "“Indemnification Expenses"”). Subject to Section Sections 2.1(b) and (c), Seller the Shareholder shall pay any Indemnification Expense in Federal (immediately available) funds no later than five Business Days after the receipt by Sellerthe Shareholder, pursuant to Section 2.1(b), of written notice of any claim for Indemnification Expenses. (b) The Trustees shall give notice to, or cause notice to be given to, Seller the Shareholder in writing of any claim for Indemnification Expenses or any threatened claim for Indemnification Expenses immediately upon their acquiring knowledge of such claim. Such written notice shall be accompanied by any demand, billbxxx, xxvoice invoice or other communication received from any third party claimant (a "“Claimant"”) in respect of such Indemnification Expense. (c) The Trust agrees that Seller the Shareholder may, and Seller the Shareholder is authorized on behalf of the Trust to, contest in good faith with any Claimant any amount contained in any claim for Indemnification Expense, provided that if, within such time period as the Trust shall determine to be reasonable, Seller the Shareholder and such Claimant are unable to resolve amicably any disagreement regarding such claim for Indemnification Expense, Seller the Shareholder shall retain counsel reasonably satisfactory to the Trust to represent the Trust in any resulting proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. It is understood that Seller the Shareholder shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel). Seller The Shareholder shall not be liable for any settlement of any proceeding effected that was finalized without its written consent, but if settled with such consent or if there be a final judgment for the Claimant, Seller the Shareholder agrees to indemnify the Trustees and the Trust from and against any loss or liability by reason of such settlement or judgment.