By Xxx Xxxxxx. In the event any claim is brought by any third party against C&S that relates to, arises out of or is based upon the performance by Xxx Xxxxxx of its obligations hereunder, or the failure of Xxx Xxxxxx, or any of Xxx Xxxxxx'x affiliates, as the case may be, to comply with any law, rule or regulation relating to the Trusts, C&S shall promptly notify Xxx Xxxxxx, and Xxx Xxxxxx shall defend such claim at Xxx Xxxxxx'x expense and under Xxx Xxxxxx'x control. Xxx Xxxxxx shall indemnify and hold harmless C&S against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorneys' fees) arising from or related to such claim whether or not such claim is successful. C&S shall have the right, at their expense, to participate in the defense of such claim through counsel of their own choosing; provided, however, that Xxx Xxxxxx shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, C&S shall not be entitled to indemnification hereunder to the extent that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the negligence or willful misconduct of C&S, or C & S actions or inactions in connection with its role as Supervisor.
By Xxx Xxxxxx. In the event any claim is brought by any third party against Birinyi or BAI that relates to, arises out of or is based upon the performance by Xxx Xxxxxx of its obligations hereunder, or the failure of Xxx Xxxxxx, any of the Birinyi UITs or any of Xxx Xxxxxx'x affiliates, as the case may be, to comply with any law, rule or regulation, Birinyi or BAI, as the case may be, shall promptly notify Xxx Xxxxxx, and Xxx Xxxxxx shall defend such claim at Xxx Xxxxxx'x expense and under Xxx Xxxxxx'x control. Xxx Xxxxxx shall indemnify and hold harmless Birinyi and BAI against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorneys' fees) arising from or related to such claim whether or not such claim is successful. Birinyi or BAI, as the case may be, shall have the right, at their expense, to participate in the defense of such claim through counsel of their own choosing; provided, however, that Xxx Xxxxxx shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, neither Birinyi nor BAI shall be entitled to indemnification hereunder to the extent that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the gross negligence or willful misconduct of Birinyi or BAI.
By Xxx Xxxxxx. Xxx Xxxxxx shall indemnify and hold harmless PWP, its affiliates and each of their officers, directors, employees and agents from and against any and all Losses arising out of: (i) any actual or alleged inaccuracy or omission in any prospectus of a Trust or supplement thereto, registration statement of a Trust, annual post-effective amendment or annual report of a Trust or any advertising or promotional material generated by Xxx Xxxxxx or a Trust, except with respect to any inaccuracy or omission or alleged inaccuracy or omission made in reliance upon and in conformity with written information PWP furnished to Xxx Xxxxxx describing PWP or the PWP Investment Process for inclusion in any such prospectus, supplement, registration statement, or advertising or promotional material; (ii) any breach by Xxx Xxxxxx or any Trust of any representation, warranty or agreement contained in this Agreement; and (iii) any violation or alleged violation of any law or regulation applicable to a Trust, including, without limitation, the Investment Company Act and the rules adopted by the Securities and Exchange Commission thereunder, that arises out of any action taken or omitted to be taken by Xxx Xxxxxx or any Trust, except to the extent any such Losses result from PWP's fraud, willful misconduct, bad faith, reckless disregard of its duties or gross negligence. "Losses" as used in this Section 14 shall mean collectively, all claims, demands, actions, losses, damages, liabilities, costs, charges, counsel fees and expenses.
By Xxx Xxxxxx. In the event any claim is brought by any third party against Stanford or any of its affiliates that relates to, arises out of or is based upon the performance by Xxx Xxxxxx of its obligations hereunder, or the failure of Xxx Xxxxxx, or any of Xxx Xxxxxx'x affiliates, as the case may be, to comply with any law, rule or regulation relating to the Trusts, or use of the Stanford Property by the Trusts, Xxx Xxxxxx, or any of Xxx Xxxxxx'x affiliates, Stanford or any of its affiliates shall promptly notify Xxx Xxxxxx and Xxx Xxxxxx shall defend such claim at Xxx Xxxxxx'x expense and under Xxx Xxxxxx'x control. Xxx Xxxxxx shall indemnify and hold harmless Stanford or any of its affiliates against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorneys' fees) arising from or related to such claim whether or not such claim is successful. Stanford or any of its affiliates shall have the right, at their expense, to participate in the defense of such claim through counsel of their own choosing; provided, however, that Xxx Xxxxxx shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, Neither Stanford nor any of its affiliates shall be entitled to indemnification hereunder to the extent that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the gross negligence or willful misconduct of Stanford or any of its affiliates.
By Xxx Xxxxxx. In the event any claim is brought by any third party against Stanford that relates to, arises out of or is based upon the performance by Xxx Xxxxxx of its obligations hereunder, or the failure of Xxx Xxxxxx, or any of Xxx Xxxxxx'x affiliates, as the case may be, to comply with any law, rule or regulation relating to the Trusts, Stanford shall promptly notify Xxx Xxxxxx and Xxx Xxxxxx shall defend such claim at Xxx Xxxxxx'x expense and under Xxx Xxxxxx'x control. Xxx Xxxxxx shall indemnify and hold harmless Stanford against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorneys' fees) arising from or related to such claim whether or not such claim is successful. Stanford shall have the right, at their expense, to participate in the defense of such claim through counsel of their own choosing; provided, however, that Xxx Xxxxxx shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, Stanford shall not be entitled to indemnification hereunder to the extent that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the gross negligence or willful misconduct of Stanford.
