By Fund. Trust Company shall not be responsible for, and the Fund shall indemnify and hold Trust Company harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to:
(a) All actions of Trust Company or its agents required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of this Agreement, or which arise out of the Fund's lack of good faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Fund hereunder.
(c) The reliance on or use by Trust Company or its agents of information, records and documents which (i) are received by Trust Company or its agents and furnished to it by or on behalf of the Fund, and (ii) have been prepared and/or maintained by the Fund or any other person or firm (except Trust Company) on behalf of the Fund.
(d) The reliance on or the carrying out by Trust Company or its agents of any written instructions or requests of the Fund or any person acting on behalf of the Fund.
(e) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state.
By Fund. The Fund agrees to indemnify and hold harmless the Dealer Manager and each Broker/Dealer and each person, if any, who controls the Dealer Manager or any Broker/Dealer within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against any and all losses, liabilities, claims, damages and expenses whatsoever (including but not limited to attorneys' fees and any and all expense whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act, or other Federal or state law or regulation, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in the Registration Statement or Notification for the registration of the Shares, as originally filed or any amendment thereof, or any related Preliminary Prospectus or the Prospectus, or any supplement thereto or amendment thereof, or any application document executed by the Fund filed or delivered in connection with the qualifications of the Shares for sale under any "blue sky law" or the listing of the Shares on any securities exchange, or (ii) arise out of or are based upon the omission or alleged omission to state in any of the foregoing a material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that the Fund will not be liable in any such case to the extent but only to the extent that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Fund by or on behalf of the Dealer Manager or such Broker/Dealer through the Dealer Manager expressly for use therein as set forth in SECTION 5. This indemnity agreement will be in addition to any liability which the Fund may otherwise have including under this Agreement.
By Fund. This Agreement may be terminated by any Xxxxxxx Fund immediately upon notice to each other party in the event that (a) Service Provider becomes unable for any reason to perform the services contemplated by this Agreement, (b) the performance by Service Provider of the services contemplated by this Agreement becomes in that Xxxxxxx Fund's reasonable judgment unlawful or ceases to satisfy that Xxxxxxx Xxxx'x reasonable standards and so becomes unacceptable to that Xxxxxxx Fund, (c) all the Xxxxxxx Funds cease to be investment alternatives under all the Plans, or (d) all the Xxxxxxx Funds decline to accept any additional purchase or redemption requests for Shares, the Securities and Exchange Commission issues any stop order suspending the effectiveness of the registration statements or prospectuses of all the Xxxxxxx Funds, or current prospectuses for all the Xxxxxxx Funds are not on file with the Securities and Exchange Commission as required by section 10 of the Securities Act of 1933, as amended. To the extent that any of the events enumerated above occurs with respect to one or more Xxxxxxx Funds, but not with respect to all the Xxxxxxx Funds, or that one or more Xxxxxxx Funds, but not all the Xxxxxxx Funds, terminates this Agreement, in lieu of termination of this Agreement Schedule A hereto shall be amended with notice to all parties to remove the affected Xxxxxxx Funds from such Schedule A. To the extent that any of the events enumerated above occurs with respect to one or more Plans, but not with respect to all the Plans, in lieu of termination of this Agreement Schedule B hereto shall be amended with notice to the all parties to remove the affected Plans from such Schedule B.
By Fund. Fund shall indemnify, defend and hold harmless the Ramco Partners from and against any liabilities, claims, losses, damages, and expenses incurred by the Ramco Partners (including attorneys' fees, judgments, fines and amounts paid in settlement) as a result of any act or omission by any Fund Partner which (i) constitutes or results in a breach of any representation, warranty or covenant of any Fund Partner contained in this Agreement, which breach had or has a material adverse effect on any Ramco Partner and is not cured within thirty (30) days after notice thereof from the aggrieved Ramco Partner, (ii) was performed or omitted fraudulently, or (iii) constituted gross negligence or willful misconduct.
By Fund. Fund shall indemnify, defend and hold harmless the Federal Partners from and against any liabilities, claims, losses, damages, and expenses incurred by the Federal Partners (including attorneys’ fees, judgments, fines and amounts paid in settlement) as a result of any act or omission by any Fund Partner which (i) constitutes or results in a breach of any representation, warranty or covenant of any Fund Partner contained in this Agreement, which breach had or has a material adverse effect on any Federal Partner and is not cured within fifteen (15) days after notice thereof from the aggrieved Federal Partner, (ii) was performed or omitted fraudulently or in bad faith or (iii) constituted gross negligence or willful misconduct.
By Fund. Plan; (2) by vote, cast in person at a meeting called for the purpose, of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons (as defined in the Act) of any such party; and (3) by vote of a majority of the Trust's Board of Trustees or a majority of the fund's outstanding voting securities.
