Common use of Employees or, Agents Clause in Contracts

Employees or, Agents. The Custodian shall defend, indemnify and hold harmless the Fund and its Trustees, Officers, Employees or Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to the Custodian's duties with respect to the Fund hereunder or any, other action or inaction of the Custodian or its Directors, Officers, Employees, Agents, nominees or Sub-Custodians as to the Fund, except such as may arise from the negligent action, omissions or willful misconduct of the Fund, its Trustees, Officers, Employees or Agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Fund at the expense of the Fund, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel of the Fund, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with advice or opinion of its counsel, unless counsel to the Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such questions of law. The Custodian shall be liable to the Fund for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by the Fund of principal and of interest to the date of recovery of, Securities incorrectly omitted from the Fund's account or penalties imposed on the Fund, in connection with the Fund, for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right of indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The obligations of the parties hereto under this paragraph shall survive the termination of the Agreement.

Employees or, Agents. The Custodian shall defend, indemnify and hold harmless the Fund and its Trustees, Officers, Employees or Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to the Custodian's duties with respect to the Fund hereunder or any, other action or inaction of the Custodian or its Directors, Officers, Employees, Agents, nominees or Sub-Custodians as to the Fund, except such as may arise from the negligent action, omissions or willful misconduct of the Fund, its Trustees, Officers, Employees or Agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Fund at the expense of the Fund, or of if its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel of the Fund, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with advice or opinion of its counsel, unless counsel to the Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such questions of law. The Custodian shall be liable to the Fund for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by the Fund of principal and of interest to the date of recovery of, Securities incorrectly omitted from the Fund's account or penalties imposed on the Fund, in connection with the Fund, for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right of indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The obligations of the parties hereto under this paragraph shall survive the termination of the Agreement.;

Employees or, Agents. (a) Tenant shall provide to Owner a list of Employees in the format of Exhibit “C”, which shall be updated periodically as may be required so as to keep such list in a current form (the “Employees”) and provided to Owner. The Custodian maximum number of Employees that Tenant may have on the Premises at any particular time shall defendbe zero (0). All Employees shall be required to carry an identification card signed by Tenant in the form of Exhibit “D”. All Employees shall be required to produce such card and picture identification upon request of Owner or its agents and employees. No Employee shall be permitted entrance to the Premises until such person’s name is identifiable on Exhibit “C” or any updated version thereof provided to Owner. No Employee may bring a Guest onto the Premises. (b) Tenant shall be solely responsible for all persons employed by Tenant to be in charge of or work on the Premises for the purposes aforesaid and Tenant shall ensure all such persons have safe driving records, indemnify clean criminal records and are knowledgeable regarding the work to be performed. Tenant shall, upon Owner’s request, provide Owner with full information and credentials on such persons, including, but not limited to, copies of employment applications, motor vehicle reports, licenses, and criminal background checks. Should any Tenant Employee become unacceptable to Owner, in Owner’s sole discretion, such person shall thereafter be excluded by Tenant from the Premises. Nothing herein contained shall be construed to make Tenant’s Employees the employees of Owner, and such persons shall at all times be under the supervision and control of Tenant and not of the Owner. Employees of Tenant or of Licensed Participants, as defined below, are not authorized to xxxx without the Tenant or a Licensed Participant being present. (c) In addition to Tenant’s employees, the only other permitted persons on the Premises shall be the “Licensed Participants” set forth on Exhibit “C”. Licensed Participants are individuals who may share in Tenant’s costs and expenses under this Lease and may enter the Premises as if they were Tenant or subject to such stricter conditions as Tenant may impose. Tenant and Licensed Participants may not profit from this lease. Tenant will keep a record of all moneys collected from each Licensed Participant for the 2018-2019 lease year and all expenses associated with this lease, which record will be provided to Owner and each Licensed Participant not later than April 1st, 2019. All Licensed Participants must be approved by Owner prior to being granted access to the Premises. Tenant shall provide a photocopy of a current driver’s license, identification card, or military identification to Owner for approval prior to Owners approval of Licensed Participant. The maximum number of Licensed Participants is one hundred-fifty (150) for Tenant’s use and fifty (50) for Owner’s use. Tenant may exceed the maximum number of Licensed Participants only by written agreement with Owner, in which case Tenant shall pay Owner the sum of Five Hundred Thirty-three Dollars ($533.00) for each Licensed Participant in excess of the maximum number. All Licensed Participants shall carry a current identification card issued by Tenant and shall produce this card and picture identification upon request of Owner or its agents or employees. Tenant shall be solely responsible for the activity of Licensed Participants and Guests, and shall ensure their compliance with the terms hereof. Tenant understands and agrees that Owner shall have the right to immediately terminate the privileges of any Licensed Participant for violations of any terms and conditions of this Agreement by themselves or their Guests and Tenant shall indemnify, defend and hold Owner, its officers, directors, shareholders, employees and agents harmless the Fund from and its Trusteesagainst any and all losses, Officersclaims, Employees or Agents with respect to any lossliabilities, claimcauses of action, liability or cost proceedings, damages, costs and expenses (including reasonable attorneys' ’ fees) arising out or alleged to arise resulting from or relating any such termination of privileges of any Licensed Participants. (d) Tenant, its Employees, Licensed Participants, and Tenant’s and Licensed Participants’ respective Guests shall constitute “Permitted Persons” hereunder. Tenant shall, at all times, maintain a logbook located at the point of ingress and egress to the Custodian's duties with respect Premises which is accessible by Owner or agents of Owner at all times, in the form of Exhibit “F” showing all dates of entry and exit from the Premises by Tenant and all Permitted Persons. No one other than a Permitted Person shall enter the Premises by or through Tenant. Tenant and Licensed Participants shall cause their respective Guests, as a condition to their entry on the Premises as Permitted Persons, to acknowledge and agree to the Fund hereunder or any, other action or inaction provisions of the Custodian or its Directors, Officers, Employees, Agents, nominees or Sub-Custodians as this Lease that relate to the Fund, except such as may arise from the negligent action, omissions or willful misconduct of the Fund, its Trustees, Officers, Employees or Agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Fund at the expense of the Fund, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel of the Fund, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with advice or opinion of its counsel, unless counsel to the Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such questions of law. The Custodian shall be liable to the Fund for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct persons’ activities on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by the Fund of principal and of interest to the date of recovery of, Securities incorrectly omitted from the Fund's account or penalties imposed on the Fund, in connection with the Fund, for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right of indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The obligations of the parties hereto under this paragraph shall survive the termination of the AgreementPremises.

Employees or, Agents. The Custodian shall defend, indemnify and hold harmless the Fund and its Trustees, Officers, Employees or Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to the Custodian's duties with respect to the Fund hereunder or any, other action or inaction of the Custodian or its Directors, Officers, Employees, Agents, nominees or Sub-Custodians as to the Fund, except such as may arise from the negligent action, omissions or willful misconduct of the Fund, its Trustees, Officers, Employees or Agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Fund at the expense of the Fund, or of if its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel of the Fund, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with advice or opinion of its counsel, unless counsel to the Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such questions of law. The Custodian shall be liable to the Fund for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by the Fund of principal and of interest to the date of recovery of, Securities incorrectly omitted from the Fund's account or penalties imposed on the Fund, in connection with the Fund, for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, ; the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right of indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The obligations of the parties hereto under this paragraph shall survive the termination of the Agreement.

Employees or, Agents. (a) Tenant shall provide to Owner a list of employees in the format of Exhibit “C”, which shall be updated periodically as may be required so as to keep such list in a current form (the “Employees”) and provided to Owner. The Custodian maximum number of Employees that Tenant may have on the Premises at any particular time shall defendbe zero (0) . All Employees shall be required to carry an identification card signed by Tenant in the form of Exhibit “D”. All Employees shall be required to produce such card and picture identification upon request of Owner or its agents and employees. No employee shall be permitted entrance to the Premises until such person’s name is identifiable on Exhibit “C” or any updated version thereof provided to Owner. (b) Tenant shall be solely responsible for all persons employed by Tenant to be in charge of or work on the Premises for the purposes aforesaid and Tenant shall ensure all such persons have safe driving records, indemnify clean criminal records and are knowledgeable regarding the work to be performed. Tenant shall, upon Owner’s request, provide Owner with full information and credentials on such persons, including, but not limited to, copies of employment applications, motor vehicle reports, licenses, and criminal background checks. Should any Tenant Employee become unacceptable to Owner, in Owner’s sole discretion, such person shall thereafter be excluded by Tenant from the Premises. Nothing herein contained shall be construed to make Tenant's Employees the employees of Owner, and such persons shall at all times be under the supervision and control of Tenant and not of the Owner. Employees of Tenant or of Licensed Participants, as defined below, are not authorized to xxxx without the Tenant or a Licensed Participant being present. (c) In addition to Tenant’s employees, the only other permitted persons on the Premises shall be the “Licensed Participants” set forth on Exhibit “E”. Licensed Participants are individuals who may share in Tenant’s costs and expenses under this Lease and may enter the Premises as if they were Tenant or subject to such stricter conditions as Tenant may impose. All Licensed Participants must be approved by Owner prior to being granted access to the Premises. Tenant shall provide a photocopy of a current driver’s license, identification card, or military identification to Owner for approval prior to Owners approval of Licensed Participant. The maximum number of Licensed Participants is one hundred fifty (150) . All Licensed Participants shall carry an identification card signed by Tenant in the form of Exhibit “D” and shall produce this card and picture identification upon request of Owner or its agents or employees. Tenant shall be solely responsible for the activity of Licensed Participants and shall ensure their compliance with the terms hereof. Tenant understands and agrees that Owner shall have the right to immediately terminate the privileges of any Licensed Participants for violating any terms and conditions of this Agreement and Tenant shall indemnify, defend and hold Owner, its officers, directors, shareholders, employees and agents harmless the Fund from and its Trusteesagainst any and all losses, Officersclaims, Employees or Agents with respect to any lossliabilities, claimcauses of action, liability or cost proceedings, damages, costs and expenses (including reasonable attorneys' ’ fees) arising out or alleged to arise resulting from or relating any such termination of privileges of any Licensed Participants. (d) Tenant, its Employees, Licensed Participants, and Tenant’s and Licensed Participants’ respective guests shall constitute “Permitted Persons” hereunder. Tenant shall, at all times, maintain a logbook located at the point of ingress and egress to the Custodian's duties with respect Premises which is accessible by Owner or agents of Owner at all times, in the form of Exhibit “F” showing all dates of entry and exit from the Premises by Tenant and all Permitted Persons. No one other than a Permitted Person shall enter the Premises by or through Tenant. Tenant and Licensed Participants shall cause their respective guests, as a condition to their entry on the Premises as Permitted Persons, to acknowledge and agree to the Fund hereunder or any, other action or inaction provisions of the Custodian or its Directors, Officers, Employees, Agents, nominees or Sub-Custodians as this Lease that relate to the Fund, except such as may arise from the negligent action, omissions or willful misconduct of the Fund, its Trustees, Officers, Employees or Agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Fund at the expense of the Fund, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel of the Fund, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with advice or opinion of its counsel, unless counsel to the Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such questions of law. The Custodian shall be liable to the Fund for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct persons’ activities on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by the Fund of principal and of interest to the date of recovery of, Securities incorrectly omitted from the Fund's account or penalties imposed on the Fund, in connection with the Fund, for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right of indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The obligations of the parties hereto under this paragraph shall survive the termination of the AgreementPremises.

Employees or, Agents. The Custodian shall defend, indemnify and hold harmless the Fund Company and its TrusteesDirectors, Officers, Employees or Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise arise' from or relating to the Custodian's duties with respect to the Fund hereunder or any, other action or inaction of the Custodian or its Directors, Officers, Employees, AgentsAgency, nominees or Sub-Custodians as to the Fund, except such as may arise from the negligent action, omissions or willful misconduct of the FundCompany, its TrusteesIts Directors, Officers, Employees or Agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Fund Company at the expense of the Fund, or of if its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice advise or opinion of counsel of the FundCompany, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with advice or opinion of its counsel, unless counsel to the Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such questions of law. The Custodian shall be liable to the Fund Company for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason reasons of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agentsagency, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by the Fund Company on behalf of the Fund, of principal and of interest to the date of recovery ofon, Securities incorrectly omitted from the Fund's account or penalties imposed on the FundCompany, in connection with the Fund, for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, ; the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in questionquestions, and the party claiming a right to indemnification (the "Indemnified Party") will use reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and acid satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right of in indemnification confess any I claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The obligations of the parties hereto under this paragraph shall survive the termination of the Agreement.