Common use of Distributor Indemnification Clause in Contracts

Distributor Indemnification. Distributor shall indemnify, defend and hold harmless the Company, each Fund, the Company's several officers and directors and any person who controls the Company or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 of Section V or its agreements in subsection 2 of the Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, or any application or other document executed by or on behalf of the Company, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished to the Company or any of its several officers and directors by or on behalf of and with respect to Distributor specifically for inclusion therein, and shall reimburse the Company, each Fund, the Company's several officers and directors, and any person who controls the Company or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonable incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor shall will indemnify, defend and hold harmless the Company, each FundTrust, the CompanyTrust's several officers and directors trustees and any person who controls the Company or any Fund Trust within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereofhereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 of Section V hereof or its agreements in subsection 2 of the Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the CompanyTrust, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon and or in conformity with information furnished in writing to the Company Trust or any of its several officers and directors trustees by or on behalf of and with respect to the Distributor specifically for inclusion therein, and shall will reimburse the Company, each FundTrust, the CompanyTrust's several officers and directorstrustees, and any person who controls the Company or any Fund Trust within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonable reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor shall indemnify, defend will indemnify and hold harmless the Company, each FundTrust, the CompanyTrust's several officers and directors trustees and any person who controls the Company or any Fund Trust within the meaning of Section 15 of the 1933 Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereofhereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 of Section V hereof or its agreements in subsection 2 of the Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the CompanyTrust, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon and or in conformity with information furnished in writing to the Company Trust or any of its several officers and directors trustees by or on behalf of and with respect to the Distributor specifically for inclusion therein, and shall will reimburse the Company, each FundTrust, the CompanyTrust's several officers and directorstrustees, and any person who controls the Company or any Fund Trust within the meaning of Section 15 of the 1933 Securities Act, for any legal or other expenses reasonable reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. Distributor shall indemnify, defend and hold harmless the Company, each Fund, the Company's several officers and directors trustees and any person who controls the Company or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 of Section V VI or its agreements in subsection 2 of the Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Company, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company or any of its several officers and directors trustees by or on behalf of and with respect to Distributor specifically for inclusion therein, and shall reimburse the Company, each Fund, the Company's several officers and directorstrustees, and any person who controls the Company or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonable reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor shall indemnify, defend will indemnify and hold harmless the Company, each FundTrust, the CompanyTrust's several officers and directors trustees and any person who controls the Company or any Fund Trust within the meaning of Section 15 of the 1933 Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereofhereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 of Section V hereof or its agreements in subsection 2 of the Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the ProspectusesProspectus, any Blue Sky Application or any application or other document executed by or on behalf of the CompanyTrust, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon and or in conformity with information furnished in writing to the Company Trust or any of its several officers and directors trustees by or on behalf of and with respect to the Distributor specifically for inclusion therein, and shall will reimburse the Company, each FundTrust, the CompanyTrust's several officers and directorstrustees, and any person who controls the Company or any Fund Trust within the meaning of Section 15 of the 1933 Securities Act, for any legal or other expenses reasonable reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. Distributor shall will indemnify, defend and hold harmless the CompanyTrust, each Fund, the Company's Trust’s several officers and directors trustees and any person who controls the Company Trust or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereofhereof) arise out of, or are based upon, any breach of its representations representations, warranties and warranties in subsection 2 of Section V or its agreements in subsection 2 of the Section II hereofherein, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document documents executed by or on behalf of the Company, Trust or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company Trust or any of its several officers and directors trustees by or on behalf of and with respect to Distributor specifically for inclusion therein, and shall will reimburse the CompanyTrust, each Fund, the Company's Trust’s several officers and directorstrustees, and any person who controls the Company Trust or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonable reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor shall indemnify, defend and hold harmless the CompanyTrust, each Fund, the CompanyTrust's several officers officers, trustees and directors agents, and any person who controls the Company Trust or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or and several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any breach of its representations representations, warranties and warranties in subsection 2 of Section V or its agreements in subsection 2 of the Section II Sections 2.2(b) or 4.2 hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, Prospectuses or any application or other document executed by or on behalf of the Company, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company Trust or any of its several officers and directors officers, trustees or agents by or on behalf of and with respect to the Distributor specifically for inclusion therein, and shall will reimburse the CompanyTrust, each Fund, the CompanyTrust's several officers officers, trustees and directorsagents, and any person who controls the Company Trust or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonable reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. Distributor shall will indemnify, defend and hold harmless the CompanytheTrust, each Fund, the CompanyTrust's several officers and directors trustees and any person who controls the Company or Trustor any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, ,claims, damages or liabilities, joint or several, to which any of them may become subject under the underthe 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings orproceedings in respect thereofhereof) arise out of, or are based upon, any breach of its representations representations,warranties and warranties in subsection 2 of Section V or its agreements in subsection 2 of the Section II hereofherein, or which arise out of, or are based upon, any untrue statement or statementor alleged untrue statement of a material fact contained in the Registration Statement, the ProspectusestheProspectuses, any Blue Sky Application or any application or other document documents executed by or on behalf onbehalf of the Company, Trust or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated bestated therein or necessary to make the statements therein not misleading, which statement or omission oromission was made in reliance upon and in conformity with information furnished in writing to the Company theTrust or any of its several officers and directors trustees by or on behalf of and with respect to Distributor specifically for inclusion thereininclusiontherein, and shall will reimburse the CompanyTrust, each Fund, the CompanyTrust's several officers and directorstrustees, and any person anyperson who controls the Company Trust or any Fund within the meaning of Section 15 of the 1933 Act, for any legal anylegal or other expenses reasonable reasonably incurred by any of them in investigating, defending or preparing to defend todefend any such action, proceeding or claim.

Distributor Indemnification. Distributor shall indemnify, defend and hold harmless the Company, each Fund, the Company's several officers and directors and any person who controls the Company or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 of Section V VI or its agreements in subsection 2 of the Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, or any application or other document executed by or on behalf of the Company, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished to the Company or any of its several officers and directors trustees by or on behalf of and 7 8 with respect to Distributor specifically for inclusion therein, and shall reimburse the Company, each Fund, the Company's several officers and directors, and any person who controls the Company or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonable reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. Distributor shall indemnify, defend and hold harmless the Company, each Fund, the Company's several officers and directors trustees and any person who controls the Company or any Fund fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 of Section V or its agreements in subsection 2 of the Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Company, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company or any of its several officers and directors trustees by or on behalf of and with respect to Distributor specifically for inclusion therein, and shall reimburse the Company, each Fund, the Company's several officers and directorstrustees, and any person who controls the Company or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonable reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. Distributor shall will indemnify, defend and hold harmless the CompanyTrust, each FundPortfolio, the CompanyTrust's several officers and directors trustees and any person who controls the Company Trust or any Fund Portfolio within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereofhereof) arise out of, or are based upon, any breach of its representations representations, warranties and warranties in subsection 2 of Section V or its agreements in subsection 2 of the Section II hereofherein, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document documents executed by or on behalf of the Company, Trust or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company Trust or any of its several officers and directors trustees by or on behalf of and with respect to Distributor specifically for inclusion therein, and shall will reimburse the CompanyTrust, each FundPortfolio, the CompanyTrust's several officers and directorstrustees, and any person who controls the Company Trust or any Fund Portfolio within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonable reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. Distributor shall indemnify, defend and hold harmless the Company, each Fund, the Company's several officers and directors and any person who controls the Company or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 of Section V or its agreements in subsection 2 of the Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, or any application or other document executed by or on behalf of the Company, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished to the Company or any of its several officers and directors by or on behalf of and with respect to Distributor specifically for inclusion therein, and shall reimburse the Company, each Fund, the Company's =s several officers and directors, and any person who controls the Company or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonable incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. Distributor shall will indemnify, defend and hold harmless the Company, each Fund, the CompanyFund's several officers and directors trustees and any person who controls the Company or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, liabilities joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereofhereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 of this Section V or its agreements in subsection 2 or 3 of the Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the ProspectusesProspectus, any Blue Sky Application or any application or other document executed by or on behalf of the CompanyFund, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and or in conformity with information furnished in writing to the Company Fund or any of its several officers and directors trustees by or on behalf of or otherwise approved by and with respect to Distributor specifically for inclusion therein, and shall will reimburse the Company, each Fund, the CompanyFund's several officers and directorstrustees, and any person who controls the Company Fund or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonable reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim. The Distributor shall advance reasonable attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 4, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Fund shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party trustees of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is a reasonable likelihood that such person ultimately will be found entitled to indemnification hereunder.

Distributor Indemnification. Distributor shall will indemnify, defend and hold harmless the CompanyTrust, each Fund, the CompanyTrust's several officers and directors trustees and any person who controls the Company Trust or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereofhereof) arise out of, or are based upon, any breach of its representations representations, warranties and warranties in subsection 2 of Section V or its agreements in subsection 2 of the Section II hereofherein, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document documents executed by or on behalf of the Company, Trust or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company Trust or any of its several officers and directors trustees by or on behalf of and with respect to Distributor specifically for inclusion therein, and shall will reimburse the CompanyTrust, each Fund, the CompanyTrust's several officers and directorstrustees, and any person who controls the Company Trust or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonable reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor shall will indemnify, defend and hold harmless the Company, each Fund, the CompanyFund's several officers and directors Directors and any person who controls the Company or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereofhereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 of Section V hereof or its agreements in subsection 2 of the Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the CompanyFund, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon and or in conformity with information furnished in writing to the Company Fund or any of its several officers and directors Directors by or on behalf of and with respect to the Distributor specifically for inclusion therein, and shall will reimburse the Company, each Fund, the CompanyFund's several officers and directorsDirectors, and any person who controls the Company or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonable incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.expenses

Distributor Indemnification. Distributor shall will indemnify, defend and hold harmless the Company, each Fund, the CompanyTrust, the Trust's several officers and directors trustees and any person who controls the Company or any Fund Trust within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, liabilities joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereofhereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 of this Section V or its agreements in subsection 2 or 3 of the Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the ProspectusesProspectus, any Blue Sky Application or any application or other document executed by or on behalf of the CompanyTrust in respect of the Fund, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and or in conformity with information furnished in writing to the Company Trust or any of its several officers and directors trustees by or on behalf of or otherwise approved by and with respect to Distributor specifically for inclusion therein, and shall will reimburse the Company, each Fund, the CompanyTrust, the Trust's several officers and directorstrustees, and any person who controls the Company Trust or any Fund series within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonable reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim. The Distributor shall advance reasonable attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 4, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Fund and the Trust shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party trustees of the Trust (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is a reasonable likelihood that such person ultimately will be found entitled to indemnification hereunder.