Common use of Duty of Care and Indemnification Clause in Contracts

Duty of Care and Indemnification. Each Fund will indemnify the Company against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from the bad faith or negligence of the Company, and arising out of, or in connection with, its duties hereunder. In addition, each Fund will indemnify the Company against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of: (i) any action taken in accordance with written or oral advice reasonably believed by the Company to have been given by counsel for a Fund or by its own counsel; or (ii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, electronic storage media, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by a Fund to the Company in connection with this Agreement. In any case in which a Fund may be asked to indemnify or hold the Company harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and the Company will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend the Company against any claim which may be the subject of this indemnification, and, in the event that the Fund so elects, such defense shall be conducted by counsel chosen by the Fund and satisfactory to the Company, and thereupon, the Fund shall take over complete defense of the claim and the Company shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 8. The Company will not confess any claim or make any compromise in any case in which the Fund will be asked to provide indemnification, except with the Fund's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. Each The Fund and the Transfer Agent will indemnify the Company each other against and hold it the other party harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action action, or suit not resulting from the bad faith or negligence of the Companyother party, and arising out of, or in connection with, its the duties and responsibilities described hereunder. In addition, each the Fund will indemnify the Company Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, claim demand, action action, or suit as a result of: : (i1) any action taken in accordance with Written or Oral Instructions, or any other instructions, or Share certificates reasonably believed by the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (2) any action taken in accordance with written or oral advice reasonably believed by the Company Transfer Agent to have been given by counsel for a the Fund or by its own counsel; or or (ii3) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, electronic storage media, computer printouts, hard copies copies, and microfilm copies) delivered, delivered or caused to be delivered by a the Fund to the Company Transfer Agent in connection with this Agreement. In any case in which a the Fund or the Transfer Agent may be asked to indemnify or hold the Company other party harmless, the Fund shall be advised of requesting party will provide the other party with all pertinent facts concerning the situation in question and the Company will use reasonable care to identify and notify the Fund promptly concerning provide notice of any situation which presents or appears likely to present a claim for indemnification against the Fundindemnification. The Fund Each party shall have the option to defend the Company other party against any claim which may be the subject of this indemnification, and, in the event that the Fund a party so elects, such defense shall be conducted by counsel chosen by the Fund party making such election; and such counsel shall be satisfactory to the Companyother party, and thereupon, the Fund thereupon such electing party shall take over complete defense of the claim claim, and the Company requesting party shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 812. The Company Neither party will not confess any claim or make any compromise in any case in which the Fund other party will be asked to provide indemnification, except with the Fundother party's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. Each The Fund and the Transfer Agent will indemnify the Company each other against and hold it the other party harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action action, or suit not resulting from the bad faith or negligence of the Companyother party, and arising out of, or in connection with, its the duties and responsibilities described hereunder. In addition, each the Fund will indemnify the Company Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, claim demand, action action, or suit as a result of: : (i1) any action taken in accordance with Written or Oral Instructions, or any other instructions, or Share certificates reasonably believed by the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (2) any action taken in accordance with written or oral advice reasonably believed by the Company Transfer Agent to have been given by counsel for a the Fund or by its own counsel; or or (ii3) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, electronic storage media, computer printouts, hard copies copies, and microfilm copies) delivered, delivered or caused to be delivered by a the Fund to the Company Transfer Agent in connection with this Agreement. In any case in which a the Fund or the Transfer Agent may be asked to indemnify or hold the Company other party harmless, the Fund shall be advised of requesting party will provide the other party with all pertinent facts concerning the situation in question and the Company will use reasonable care to identify and notify the Fund promptly concerning provide notice of any situation which presents or appears likely to present a claim for indemnification against the Fundindemnification. The Fund Each party shall have the option to defend the Company other party against any claim which may be the subject of this indemnification, and, and in the event that the Fund a party so elects, such defense shall be conducted by counsel chosen by the Fund party making such election; and such counsel shall be satisfactory to the Companyother party, and thereupon, the Fund thereupon such electing party shall take over complete defense of the claim claim, and the Company requesting party shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 812. The Company Neither party will not confess any claim or make any compromise in any case in which the Fund other party will be asked to provide indemnification, except with the Fund's other party’s prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. Each Fund The Company will indemnify the Company FTIS against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from the willful misfeasance, bad faith or gross negligence on the part of the CompanyFTIS, and arising out of, or in connection with, its duties hereunder. In addition, each Fund the Company will indemnify the Company FTIS against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by the Company FTIS to have been given by counsel for a Fund the Company or by its own counsel; or (iiiii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, electronic storage media, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by a Fund to the Company to FTIS in connection with this Agreement; or (iv) any action taken in accordance with Oral Instructions given under the Telephone Exchange and Redemption Privileges, as described in the applicable Fund's current prospectus, when believed by FTIS to be genuine. In any case in which a Fund the Company may be asked to indemnify or hold the Company FTIS harmless, the Fund Company shall be advised of all pertinent facts concerning the situation in question and the Company FTIS will use reasonable care to identify and notify the Fund Company promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundCompany. The Fund Company shall have the option to defend the Company FTIS against any claim which may be the subject of this indemnification, and, in the event that the Fund Company so elects, such defense shall be conducted by counsel chosen by the Fund Company and satisfactory to the CompanyFTIS, and thereupon, the Fund Company shall take over complete defense of the claim and the Company FTIS shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 811. The Company FTIS will not confess any claim or make any compromise in any case in which the Fund Company will be asked to provide indemnification, except with the FundCompany's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. Each Fund will indemnify the Company against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from the bad faith or negligence of the Company, and arising out of, or in connection with, its duties hereunder. In addition, each Fund will indemnify the Company against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions reasonably believed by the Company to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by the Company to have been given by counsel for a Fund or by its own counsel; or (iiiii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, electronic storage media, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by a the Fund to the Company in connection with this Agreement. In any case in which a Fund may be asked to indemnify or hold the Company harmless, the Fund shall be advised of all pertinent facts concerning the situation in question and the Company will use reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Fund. The Fund shall have the option to defend the Company against any claim which may be the subject of this indemnification, and, in the event that the Fund so elects, such defense shall be conducted by counsel chosen by the Fund and satisfactory to the Company, and thereupon, the Fund shall take over complete defense of the claim and the Company shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 811. The Company will not confess any claim or make any compromise in any case in which the Fund will be asked to provide indemnification, except with the Fund's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. Each Fund The Company will indemnify the Company FTIS against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit not resulting from the willful misfeasance, bad faith or gross negligence on the part of the CompanyFTIS, and arising out of, or in connection with, its duties hereunder. In addition, each Fund the Company will indemnify the Company FTIS against and hold it harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit as a result of: (i) any action taken in accordance with Written or Oral Instructions, or any other instructions or Share certificates reasonably believed by FTIS to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (ii) any action taken in accordance with written or oral advice reasonably believed by the Company FTIS to have been given by counsel for a Fund the Company or by its own counsel; or (iiiii) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, electronic storage media, computer printouts, hard copies and microfilm copies) delivered, or caused to be delivered by a Fund to the Company to FTIS in connection with this Agreement; or (iv) any action taken in accordance with oral instructions given under the Telephone Exchange and Redemption Privileges, as described in the applicable Fund's current prospectus, when believed by FTIS to be genuine. In any case in which a Fund the Company may be asked to indemnify or hold the Company FTIS harmless, the Fund Company shall be advised of all pertinent facts concerning the situation in question and the Company FTIS will use reasonable care to identify and notify the Fund Company promptly concerning any situation which presents or appears likely to present a claim for indemnification against the FundCompany. The Fund Company shall have the option to defend the Company FTIS against any claim which may be the subject of this indemnification, and, in the event that the Fund Company so elects, such defense shall be conducted by counsel chosen by the Fund Company and satisfactory to the CompanyFTIS, and thereupon, thereupon the Fund Company shall take over complete defense of the claim and the Company FTIS shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 811. The Company FTIS will not confess any claim or make any compromise in any case in which the Fund Company will be asked to provide indemnification, except with the FundCompany's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. Each The Fund and the Transfer Agent will indemnify the Company each other against and hold it the other party harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action action, or suit not resulting from the bad faith or negligence of the Companyother party, and arising out of, or in connection with, its the duties and responsibilities described hereunder. In addition, each the Fund will indemnify the Company Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, claim demand, action action, or suit as a result of: : (i1) any action taken in accordance with Written or Oral Instructions, or any other instructions, or Share certificates reasonably believed by the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (2) any action taken in accordance with written or oral advice reasonably believed by the Company Transfer Agent to have been given by counsel for a the Fund or by its own counsel; or or (ii3) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, electronic storage media, computer printouts, hard copies copies, and microfilm copies) delivered, delivered or caused to be delivered by a the Fund to the Company Transfer Agent in connection with this Agreement. In any case in which a the Fund or the Transfer Agent may be asked to indemnify or hold the Company other party harmless, the Fund shall be advised of requesting party will provide the other party with all pertinent facts concerning the situation in question and the Company will use reasonable care to identify and notify the Fund promptly concerning provide notice of any situation which presents or appears likely to present a claim for indemnification against the Fundindemnification. The Fund Each party shall have the option to defend the Company other party against any claim which may be the subject of this indemnification, and, in the event that the Fund a party so elects, such defense shall be conducted by counsel chosen by the Fund party making such election; and such counsel shall be satisfactory to the Companyother party, and thereupon, the Fund thereupon such electing party shall take over complete defense of the claim claim, and the Company requesting party shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 812. The Company Neither party will not confess any claim or make any compromise in any case in which the Fund other party will be asked to provide indemnification, except with the Fundother party's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. Each The Fund and the Transfer Agent will indemnify the Company each other against and hold it the other party harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action action, or suit not resulting from the bad faith or negligence of the Companyother party, and arising out of, or in connection with, its the duties and responsibilities described hereunder. In addition, each the Fund will indemnify the Company Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, claim demand, action action, or suit as a result of: : (i1) any action taken in accordance with Written or Oral Instructions, or any other instructions, or Share certificates reasonably believed by the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (2) any action taken in accordance with written or oral advice reasonably believed by the Company Transfer Agent to have been given by counsel for a the Fund or by its own counsel; or or (ii3) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, electronic storage media, computer printouts, hard copies copies, and microfilm copies) delivered, delivered or caused to be delivered by a the Fund to the Company Transfer Agent in connection with this Agreement. In any case in which a the Fund or the Transfer Agent may be asked to indemnify or hold the Company other party harmless, the Fund shall be advised of requesting party will provide the other party with all pertinent facts concerning the situation in question and the Company will use reasonable care to identify and notify the Fund promptly concerning provide notice of any situation which presents or appears likely to present a claim for indemnification against the Fundindemnification. The Fund Each party shall have the option to defend the Company other party against any claim which may be the subject of this indemnification, and, and in the event that the Fund a party so elects, such defense shall be conducted by counsel chosen by the Fund party making such election; and such counsel shall be satisfactory to the Companyother party, and thereupon, the Fund thereupon such electing party shall take over complete defense of the claim claim, and the Company requesting party shall sustain Sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 812. The Company Neither party will not confess any claim or make any compromise in any case in which the Fund other party will be asked to provide indemnification, except with the Fundother party's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. Each The Fund and the Transfer Agent will indemnify the Company each other against and hold it the other party harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action action, or suit not resulting from the bad faith or negligence of the Companyother party, and arising out of, or in connection with, its the duties and responsibilities described hereunder. In addition, each the Fund will indemnify the Company Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, claim demand, action action, or suit as a result of: : (i1) any action taken in accordance with Written or Oral Instructions, or any other instructions, or Share certificates reasonably believed by the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (2) any action taken in accordance with written or oral advice reasonably believed by the Company Transfer Agent to have been given by counsel for a the Fund or by its own counsel; or counselor (ii3) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, electronic storage media, computer printouts, hard copies copies, and microfilm copies) delivered, delivered or caused to be delivered by a the Fund to the Company Transfer Agent in connection with this Agreement. In any case in which a the Fund or the Transfer Agent may be asked to indemnify or hold the Company other party harmless, the Fund shall be advised of requesting party will provide the other party with all pertinent facts concerning the situation in question and the Company will use reasonable care to identify and notify the Fund promptly concerning provide notice of any situation which presents or appears likely to present a claim for indemnification against the Fundindemnification. The Fund Each party shall have the option to defend the Company other party against any claim which may be the subject of this indemnification, and, and in the event that the Fund a party so elects, such defense shall be conducted by counsel chosen by the Fund party making such election; and such counsel shall be satisfactory to the Companyother party, and thereupon, the Fund thereupon such electing party shall take over complete defense of the claim claim, and the Company requesting party shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 812. The Company Neither party will not confess any claim or make any compromise in any case in which the Fund other party will be asked to provide indemnification, except with the Fundother party's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. Each The Fund and the Transfer Agent will indemnify the Company each other against and hold it the other party harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action action, or suit not resulting from the bad faith or negligence of the Companyother party, and arising out but of, or in connection with, its the duties and responsibilities described hereunder. , In addition, each the Fund will indemnify the Company Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, claim demand, action action, or suit as a result of: : (i1) any action taken in accordance with Written or Oral Instructions, or any other instructions, or Share certificates reasonably believed by the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (2) any action taken in accordance with written or oral advice reasonably believed by the Company Transfer Agent to have been given by counsel for a the Fund or by its own counsel; or or (ii3) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, electronic storage media, computer printouts, hard copies copies, and microfilm copies) delivered, delivered or caused to be delivered by a the Fund to the Company Transfer Agent in connection with this Agreement. In any case in which a the Fund or the Transfer Agent may be asked to indemnify or hold the Company other party harmless, the Fund shall be advised of requesting party will provide the other party with all pertinent facts concerning the situation in question and the Company will use reasonable care to identify and notify the Fund promptly concerning provide notice of any situation which presents or appears likely to present a claim for indemnification against the Fundindemnification. The Fund Each party shall have the option to defend the Company other party against any claim which may be the subject of this indemnification, and, in the event that the Fund a party so elects, such defense shall be conducted by counsel chosen by the Fund party making such election and such counsel shall be satisfactory to the Companyother party, and thereupon, the Fund thereupon such electing party shall take over complete defense of the claim and the Company requesting party shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 812. The Company Neither party will not confess any claim or make any compromise in any case in which the Fund other party will be asked to provide indemnification, except with the Fundother party's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. Each The Fund and the Transfer Agent will indemnify the Company indemnity each other against and hold it the other party harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action action, or suit not resulting from the bad faith or negligence of the Companyother party, and arising out of, or in connection with, its the duties and responsibilities described hereunder. In addition, each the Fund will indemnify indemnity the Company Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, claim demand, action action, or suit as a result of: : (i1) any action taken in accordance with Written or Oral Instructions, or any other instructions, or Share certificates reasonably believed by the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (2) any action taken in accordance with written or oral advice reasonably believed by the Company Transfer Agent to have been given by counsel for a the Fund or by its own counsel; or or (ii3) any action taken as a result of any error or omission on in any record (including but not limited to magnetic tapes, electronic storage media, computer printouts, hard copies copies, and microfilm copies) delivered, delivered or caused to be delivered by a the Fund to the Company Transfer Agent in connection with this Agreement. In any case in which a the Fund or the Transfer Agent may be asked to indemnify indemnity or hold the Company other party harmless, the Fund shall be advised of requesting party will provide the other party with all pertinent facts concerning the situation in question and the Company will use reasonable care to identify and notify the Fund promptly concerning provide notice of any situation which presents or appears likely to present a claim for indemnification against the Fundindemnification. The Fund Each party shall have the option to defend the Company other party against any claim which may be the subject of this indemnification, and, and in the event that the Fund a party so elects, such defense shall be conducted by counsel chosen by the Fund party making such election; and such counsel shall be satisfactory to the Companyother party, and thereupon, the Fund thereupon such electing party shall take over complete defense of the claim claim, and the Company requesting party shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 812. The Company Neither party will not confess any claim or make any compromise in any case in which the Fund other party will be asked to provide indemnification, except with the Fundother party's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.

Duty of Care and Indemnification. Each The Fund and the Transfer Agent will indemnify the Company each other against and hold it the other party harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action action, or suit not resulting from the bad faith or negligence of the Companyother party, and arising out of, or in connection with, its the duties and responsibilities described hereunder. In addition, each the Fund will indemnify the Company Transfer Agent against and hold it harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action action, or suit as a result of: : (i1) any action taken in accordance with Written or Oral Instructions, or any other instructions, or Share certificates reasonably believed by the Transfer Agent to be genuine and to be signed, countersigned or executed, or orally communicated by an Authorized Person; (2) any action taken in accordance with written or oral advice reasonably believed by the Company Transfer Agent to have been given by counsel for a the Fund or by its own counsel; or or (ii3) any action taken as a result of any error or omission in any record (including but not limited to magnetic tapes, electronic storage media, computer printouts, hard copies copies, and microfilm copies) delivered, delivered or caused to be delivered by a the Fund to the Company Transfer Agent in connection with this Agreement. In any case in which a the Fund or the Transfer Agent may be asked to indemnify or hold the Company other party harmless, the Fund shall be advised of requesting party will provide the other party with all pertinent facts concerning the situation in question and the Company will use reasonable care to identify and notify the Fund promptly concerning provide notice of any situation which presents or appears likely to present a claim for indemnification against the Fundindemnification. The Fund Each party shall have the option to defend the Company other party against any claim which may be the subject of this indemnification, and, and in the event that the Fund a party so elects, such defense shall be conducted by counsel chosen by the Fund party making such election; and such counsel shall be satisfactory to the Companyother party, and thereupon, the Fund thereupon such electing party shall take over complete defense of the claim claim, and the Company requesting party shall sustain no further legal or other expenses in such situation for which it seeks indemnification under this Section 812. The Company Neither party will not confess any claim or make any compromise in any case in which the Fund other party will be asked to provide indemnification, except with the Fundother party's prior written consent. The obligations of the parties hereto under this Section shall survive the termination of this Agreement.