Common use of Broker Indemnification Clause in Contracts

Broker Indemnification. Broker hereby agrees to indemnify, defend and hold harmless SLK from and against all claims, demands, proceedings, suits and actions made or brought against SLK, and to indemnify SLK's liabilities, losses, damages, expenses. reasonable attorneys fees and costs arising out of one or more of the following (except for those claims arising out of SLK's or any of its officers', partners', employees' or agents (x) breach of any provision of this Agreement or (y) gross negligence, willful misconduct or reckless, fraudulent or criminal acts or omissions): (a) Failure of Broker to provide prompt notification of restrictions, suspensions, net capital deficiencies and other matters as required by Paragraph 6(a) above: (b) Failure of Broker or Broker's customer to make payment when due for securities purchased, or to deliver when due, securities sold for the account of Broker or Broker's customers; (c) Failure of a customer of Broker to meet any initial margin call or any maintenance call, except that SLK shall be responsible only for the portion of any such losses that are directly attributable to SLK's failure to give proper and timely notification to the customer of any call; (d) Failure of Broker to properly perform its duties, obligations and responsibilities with respect to customer accounts (as set forth in Paragraph 6, above), it being understood that the participation of any employee of SLK in any transactions referred to in Paragraph 6 shall not affect Brokers indemnification obligations hereunder, unless such participation by SLK's employee was fraudulent, reckless, criminal or grossly negligent; (e) Any dishonest, fraudulent, reckless, negligent or criminal act or omission on the part of Broker or arty of Brokers' officers, partners, employees or agents; (f) All claims or disputes between Broker and its customers with respect to the matters set forth in this Agreement, it being understood. (i) that Broker guarantees the validity of customer orders in the form such orders are transmitted to SLK by Broker, and guarantees to SLK that each customer will promptly and fully perform his commitments and obligations with respect to all transactions in all of the accounts carried by SLK hereunder, and (ii) that checks received by SLK from Broker's customers shall not constitute payment until they have been paid and the proceeds actually received and credited to SLK by its bank; (g) Any adverse claims with respect to any customer securities delivered or cleared by SLK, it being understood that SLK shall be deemed to be an intermediary between Broker and customer and shall be deemed to make no warranties other than as provided in Section 9-306(3) of the Uniform Commercial Code; (h) The default by any over-the-counter broker with which Broker deals on a principal basis, giving up SLK for clearance; (i) The default by any third-party broker with whom Broker deals rather than using SLK to execute a transaction for itself or a customer; (j) The negligence, malfeasance, or mistakes of an employee of Broker with respect to the use of any check-signing authority that may be granted to Broker by SLK; (k) The breach by Broker of any of its warranties, representations, duties or obligations under this Agreement; (l) SLK's guarantee of any signatures with respect to transactions in the accounts of Broker's customers other than any such guarantee that arises out of SLK's gross negligence, willful misconduct or reckless, fraudulent or criminal acts or omissions; (m) The failure of Broker's customers to fulfill their obligations to Broker or to SLK (whether or not such failure is in Broker's control); and (n) Any inquiry or investigation, by federal or state law enforcement agencies, the SEC, NASD, NYSE or any other regulatory body into the activities of Broker or of its officers, partners, employees, agents or customers except for inquiries or investigations resulting in a finding of criminal conduct, willful misconduct, fraud, recklessness or gross negligence by SLK.

Broker Indemnification. Broker hereby agrees to indemnify, defend and hold harmless SLK Pershing from and against all claims, demands, proceedings, suits and actions made or brought against SLK, Pershing and to indemnify SLKPershing's liabilities, losses, damages, expenses. reasonable attorneys , attorneys' fees and costs arising out of one or more of the following (except for those claims arising out of SLK's or any of its officers', partners', employees' or agents (x) breach of any provision of this Agreement or (y) gross negligence, willful misconduct or reckless, fraudulent or criminal acts or omissions):following: (a) Failure of Broker to provide prompt notification of restrictions, suspensions, net capital deficiencies and other matters as required by Paragraph 6(a) above: (b) Failure of Broker or the Broker's customer to make payment when due for securities purchased, purchased or to deliver when due, due securities sold for the account of Broker or the Broker's customers; (cb) Failure of a customer of Broker to meet any initial margin call or any maintenance call, except that SLK Pershing shall be responsible only for the portion of any such losses that are directly attributable to SLKPershing's failure to give proper and timely notification to the customer of any maintenance call; (dc) Failure of Broker to properly perform its duties, obligations and responsibilities with respect to customer accounts (as set forth in Paragraph 65, above), it being understood that the participation of any employee of SLK Pershing in any transactions referred to in Paragraph 6 5 shall not affect Brokers Broker's indemnification obligations hereunder, unless such participation by SLKPershing's employee was fraudulent, reckless, criminal fraudulent or grossly negligent; (ed) Any dishonest, fraudulent, reckless, negligent or criminal act or omission on the part of Broker or arty any of Brokers' Broker's officers, partners, employees employees, agents or agentscustomers; (fe) All claims or disputes between Broker and its customers customer with respect to the matters set forth in this AgreementParagraph 5 (d), it being understood. : (i) that Broker guarantees the validity of customer orders in the form such orders are transmitted to SLK Pershing by Broker, Broker and guarantees to SLK Pershing that each customer will promptly and fully perform his commitments and obligations with respect to all transactions in all of the his accounts carried by SLK hereunderPershing hereunder and, and (ii) that checks received by SLK Pershing from Broker's customers customer shall not constitute payment until they have been paid and the proceeds actually received and credited to SLK Pershing by its bank; (gf) Any adverse claims with respect to any customer securities delivered or cleared by SLK, Pershing it being understood that SLK Pershing shall be deemed to be an intermediary between Broker and customer and shall be deemed to make no warranties other than as provided in Section 98-306(3) of the Uniform Commercial Code; (hg) The default by any over-the-counter broker with which whom the Broker deals on a principal basis, giving up SLK Pershing for clearance; (ih) The default by any third-party broker with whom the Broker deals rather than using SLK to execute Pershing executes a transaction for itself or a customer; (ji) The negligence, malfeasance, or mistakes of an any employee of Broker with respect to the use of any the check-signing authority that may be granted to Broker by SLKunder Paragraph 3; (kj) The breach by the Broker of any of its warranties, representations, duties or obligations warranty made by it under this Agreement; (lk) SLKPershing's guarantee of any signatures with respect to transactions in the accounts of Broker's customers other than any such guarantee that arises out of SLK's gross negligence, willful misconduct or reckless, fraudulent or criminal acts or omissionscustomers; (ml) The failure of Broker's customers to fulfill their obligations to the Broker or to SLK Pershing (whether or not such failure is in the Broker's control); and (n) Any inquiry . If within 30 days or investigationsuch lesser time as required by law after receiving notice thereof in writing, by federal Broker shall fail to properly institute the defense of Pershing against any claim, demand, suit, proceeding or state law enforcement agenciesaction arising out of one or more of the above matters, Pershing will have the SECright to defend against the same at Broker's cost and expense, NASDor in its sole discretion, NYSE or any other regulatory body into to settle the activities of Broker or of its officers, partners, employees, agents or customers except for inquiries or investigations resulting in a finding of criminal conduct, willful misconduct, fraud, recklessness or gross negligence by SLKsame at Broker's cost and expense.

Broker Indemnification. Broker hereby agrees to indemnify, defend and hold harmless SLK from and against all claims, demands, proceedings, suits and actions made or brought against SLK, and to indemnify SLK's ’s liabilities, losses, damages, expenses. reasonable attorneys , attorneys’ fees and costs arising out of one or more of the following (except for those claims arising out of SLK's or any of its officers', partners', employees' or agents (x) breach of any provision of this Agreement or (y) ’s gross negligence, malfeasance or willful misconduct or reckless, fraudulent or criminal acts or omissionsmisconduct): (a) Failure of Broker to provide prompt notification of restrictions, suspensions, net capital deficiencies and other matters as required by Paragraph 6(a) above:; (b) Failure of Broker or the Broker's ’s customer to make payment when due for securities purchased, or to deliver when due, securities sold for the account of Broker or Broker's ’s customers; (c) Failure of a customer of Broker to meet any initial margin call or any maintenance call, except that SLK shall be responsible only for the portion of any such losses that are directly attributable to SLK's ’s failure to give proper and timely notification to the customer of any call; (d) Failure of Broker to properly perform its duties, obligations and responsibilities with respect to customer accounts (as set forth in Paragraph 6, above), it being understood that the participation of any employee of SLK in any transactions referred to in Paragraph 6 shall not affect Brokers Broker’s indemnification obligations hereunder, unless such participation by SLK's ’s employee was fraudulent, reckless, criminal or grossly negligent; (e) Any dishonest, fraudulent, reckless, negligent or criminal act or omission on the part of Broker or arty any of Brokers' ’ officers, partners, employees employees, agents or agentscustomers; (f) All Except as otherwise provided herein, all claims or disputes between Broker and its customers with respect to the matters set forth in this Agreement, it being understood. : (i) that Broker guarantees the validity of customer orders in the form such orders are transmitted to SLK by Broker, and guarantees to SLK that each customer will promptly and fully perform his commitments and obligations with respect to all transactions in all of the accounts carried by SLK hereunder, and (ii) that checks received by SLK from Broker's ’s customers shall not constitute payment until they have been paid and the proceeds actually received and credited to SLK by its bank; (g) Any adverse claims with respect to any customer securities delivered or cleared by SLK, it being understood that SLK shall be deemed to be an intermediary between Broker and customer and shall be deemed to make no warranties other than as provided in Section 9-306(3) of the Uniform Commercial Code; (h) The default by any over-the-counter broker with which Broker deals on a principal basis, giving up SLK for clearance; (i) The default by any third-party broker with whom Broker deals rather than using SLK to execute a transaction for itself or a customer; (j) The negligence, malfeasance, or mistakes of an employee of Broker with respect to the use of any check-signing authority that may be granted to Broker by SLK; (k) The breach by the Broker of any of its warrantieswarranty, representationsrepresentation, duties duty or obligations obligation under this Agreement; (lk) SLK's ’s guarantee of any signatures with respect to transactions in the accounts of Broker's customers other than any such guarantee that arises out of SLK's gross negligence, willful misconduct or reckless, fraudulent or criminal acts or omissions’s customers; (ml) The failure of Broker's ’s customers to fulfill their obligations to the Broker or to SLK (whether or not such failure is in the Broker's ’s control); and (nm) Any inquiry or investigation, by federal or state law enforcement agencies, the SEC, NASD, NYSE or any other regulatory body into the activities of Broker or of its officers, partners, employees, agents or customers except for inquiries or investigations resulting in an admission or a finding of criminal conductgross negligence, malfeasance or willful misconduct, fraud, recklessness or gross negligence misconduct by SLK.

Broker Indemnification. Broker hereby agrees to indemnify, defend and hold harmless SLK from and against all claims, demands, proceedings, suits and actions made or brought against SLK, and to indemnify SLK's liabilities, losses, damages, expenses. reasonable attorneys , attorneys' fees and costs arising out of one or more of the following (except for those claims arising out of SLK's or any of its officers', partners', employees' or agents (x) breach of any provision of this Agreement or (y) gross negligence, willful misconduct or reckless, fraudulent or criminal acts or omissionsmisconduct): (a) Failure of Broker to provide prompt notification of restrictions, suspensions, net capital deficiencies and other matters as required by Paragraph 6(a) above: (b) Failure of Broker or the Broker's customer to make payment when due for securities purchased, or to deliver when due, securities sold for the account of Broker or the Broker's customers; (cb) Failure of a customer of Broker to meet any initial margin call or any maintenance call, except that SLK SILK shall be responsible only for the portion of any such losses that are directly attributable to SLK's failure to give proper and timely notification to the customer of any call; (dc) Failure of Broker to properly perform its duties, obligations and responsibilities with respect to customer accounts (as set forth in Paragraph 65, above), it being understood that the participation of any employee of SLK in any transactions referred to in Paragraph 6 5 shall not affect Brokers indemnification obligations hereunder, unless such participation by SLK's employee was fraudulent, reckless, criminal or grossly negligent; (ed) Any dishonest, fraudulent, reckless, negligent or criminal act or omission on the part of Broker or arty any of Brokers' officers, partners, employees employees, agents or agents;customers, (fe) All claims or disputes between Broker and its customers with respect to the matters set forth in this Agreement, it being understood. : (i) that Broker guarantees the validity of customer orders in the form such orders are transmitted to SLK by Broker, and guarantees to SLK that each customer will promptly and fully perform his commitments and obligations with respect to all transactions in all of the his accounts carried by SLK hereunder, and (ii) that checks received by SLK from Broker's customers shall not constitute payment until they have been paid and the proceeds actually received and credited to SLK by its bank; (gf) Any adverse claims with respect to any customer securities delivered or cleared by SLK, it being understood that SLK shall be deemed to be an intermediary between Broker and customer and shall be deemed to make no warranties other than as provided in Section 9-306(3) of the Uniform Commercial Code; (hg) The default by any over-the-counter broker with which the Broker deals on a principal basis, giving up SLK for clearanceClearance; (ih) The default by any third-party broker with whom the Broker deals rather than using SLK to execute a transaction for itself or a customer; (ji) The negligence, malfeasance, or mistakes of an employee of Broker with respect to the use of any check-signing authority that may be granted to Broker by SLK;, (kj) The breach by the Broker of any of its warrantieswarranty, representationsrepresentation, duties duty or obligations obligation under this Agreement; (lk) SLK's guarantee of any signatures with respect to transactions in the accounts of Broker's customers other than any such guarantee that arises out of SLK's gross negligence, willful misconduct or reckless, fraudulent or criminal acts or omissionscustomers; (ml) The failure of Broker's customers to fulfill their obligations to the Broker or to SLK (whether or not such failure is in the Broker's control); and (n) Any inquiry or investigation, by federal or state law enforcement agencies, the SEC, NASD, NYSE or any other regulatory body into the activities of Broker or of its officers, partners, employees, agents or customers except for inquiries or investigations resulting in a finding of criminal conduct, willful misconduct, fraud, recklessness or gross negligence by SLK.

Broker Indemnification. Broker hereby agrees to indemnify, defend and hold harmless SLK from and against all claims, demands, proceedings, suits and actions made or brought against SLK, and to indemnify SLK's liabilities, losses, damages, expenses. , reasonable attorneys attorneys' fees and costs arising out of one or more of the following (except for those claims arising out of SLK's or any of its officers', partners', employees' or agents (x) breach of any provision of this Agreement or (y) gross negligence, willful misconduct or reckless, fraudulent or criminal acts or omissions):following: (a) Failure of Broker to provide prompt immediate notification of restrictions, suspensions, net capital deficiencies and other matters as required by Paragraph 6(a) above:; (b) Failure of Broker or the Broker's customer to make payment when due for securities purchased, or to deliver when due, securities sold for the account of Broker or Broker's customers; (c) Failure of a customer of Broker to meet any initial margin call or any maintenance call, except that SLK shall be responsible only for the portion of any such losses that are directly attributable to SLK's unreasonable failure to give proper and timely notification under the circumstances to the customer Broker of any call; (d) Failure of Broker to properly perform its duties, obligations and responsibilities with respect to customer accounts (as set forth in Paragraph 6, aboveabove or in any Supplements hereto), it being understood that the participation of any employee of SLK in any transactions referred to in Paragraph 6 shall not affect Brokers Broker's indemnification obligations hereunder, unless such participation by SLK's employee involved gross negligence, willful misconduct or was fraudulent, reckless, criminal or grossly negligent; (e) Any dishonest, fraudulent, reckless, negligent or criminal act or omission on the part of Broker or arty any of Brokers' officers, partners, employees employees, agents or agentscustomers; (f) All claims or disputes between Broker and its customers with respect to the matters Broker's duties, obligations and responsibilities set forth in this Agreement, it being understood. : (i) that Broker guarantees the validity of customer orders in the form such orders are transmitted to SLK by Broker, and guarantees to SLK that each customer will promptly and fully perform his commitments and obligations with respect to all transactions in all of the accounts carried by SLK hereunder, and (ii) that checks received by SLK from Broker's customers shall not constitute payment until they have been paid and the proceeds actually received and credited to SLK by its bank; (g) Any adverse claims with respect to any customer securities delivered or cleared by SLK, it being understood that SLK shall be deemed to be an intermediary between Broker and customer and shall be deemed to make no warranties other than as provided in Section 9-306(3) of the Uniform Commercial Code; (h) The default by any over-the-counter broker with which the Broker deals on a principal basis, giving up SLK for clearanceClearance; (i) The default by any third-party broker with whom the Broker deals rather than using SLK to execute a transaction for itself or a customer; (j) The negligence, malfeasance, or mistakes of an employee of Broker with respect to the use of any check-signing authority that may be granted to Broker by SLK; (k) The breach by the Broker of any of its warrantieswarranty, representationsrepresentation, duties duty or obligations obligation under this Agreement; (l) SLK's guarantee of any signatures with respect to transactions in the accounts of Broker's customers other than any such guarantee that arises out of SLK's gross negligence, willful misconduct or reckless, fraudulent or criminal acts or omissionscustomers; (m) The failure of Broker's customers to fulfill their obligations to the Broker or to SLK (whether or not such failure is in the Broker's control); and (n) Any inquiry or investigation, by federal or state law enforcement agencies, the SEC, NASD, NYSE or any other regulatory body into the activities of Broker or of its officers, partners, employees, agents or customers except for inquiries or investigations resulting in a finding of criminal conductgross negligence, fraud, willful misconduct, fraudor criminal act or omission on the part of SLK, recklessness or gross negligence by any of its officers, partners, employees and agents with respect to SLK's duties, obligations and responsibilities set forth in this Agreement.