By the Trust. The Trust represents and warrants that:
By the Trust. The Trust shall indemnify and hold harmless Distributor and any officer, director or employee of Distributor against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which Distributor and/or any such person may become subject, under any statute or regulation, any NASD rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:
By the Trust. The Trust may, by not less than thirty (30) days written notice of termination to the Service Provider (except in the event listed in paragraph (f) below, for which there shall be only notice of not less than sixty (60) days) such notice to be given after the occurrence of any of the events specified in paragraphs (a) through (f) of this Clause GCC 2.9.1, terminate this Contract.
By the Trust. The Trust, on behalf of the Fund, shall indemnify and hold SACS (including any affiliate of SACS), and the directors, trustees, officers and employees of SACS, harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (“Losses”) arising out of or attributable to:
By the Trust. (i) The Trust 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 or indirect 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 Trust by the Sub-Adviser).
By the Trust. The Trust, on behalf of the Fund, shall indemnify and hold ACS (including any affiliate of ACS), and the directors, trustees, officers and employees of ACS, harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (“Losses”) arising out of or attributable to:
By the Trust. The Trust, on behalf of each Fund, shall indemnify and hold VALIC, (including any affiliate of the foregoing), and the directors, trustees, officers and employees of VALIC, harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities ("Losses") arising out of or attributable to:
By the Trust. (i) The Trust 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 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 Trustees of the Trust. Notwithstanding the foregoing, the Trust shall not be obligated to provide any such indemnification to the extent such provision would waive any right that the Trust cannot lawfully waive.
By the Trust. The Trust shall indemnify and hold harmless the Custodian and its directors, officers, employees and agents from and against any loss or damage (including, without limitation, liability arising under the 1933 Act, the 1934 Act, and any state or foreign securities and/or banking laws) or claim arising directly or indirectly (i) from the fact that any of the Fund's Securities are registered in the name of the Custodian, or (ii) from any action or inaction by the Custodian (x) at the request or direction of or in reliance on the advice of the Fund; (y) upon Proper Instructions; or (z) generally, from the performance of its obligations under this Agreement, except such losses or damages as may arise from the negligent action or omission, bad faith, willful misconduct or breach of this Agreement by the Custodian or any of its directors, officers, employees and agents. The Custodian shall be entitled to rely on and may act upon the advice and opinion of counsel on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice or opinion of counsel. The provisions under this paragraph shall survive the termination of this Agreement.
By the Trust. The Trust, on behalf of each Fund, shall indemnify and hold the Service Provider, the Dealer (including any affiliate of the foregoing), and the directors, trustees, officers and employees of the Service Provider and the Dealer harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities ("Losses") arising out of or attributable to:
