Fund Indemnity. The Fund hereby indemnifies BBH&CO (which, for purposes of this paragraph shall include their respective officers, directors, partners, managers, employees and agents) from and against any and all claims, damages, liabilities, losses, costs or expenses (including the reasonable fees and expenses of counsel) incurred, suffered or sustained by BBH&CO, which directly or indirectly arise from performance of this Agreement or any transaction effected pursuant to an SLA, except to the extent that such claims, damages, liabilities, losses, costs or expenses were caused solely by the negligence or misconduct of BBH&CO. This indemnity shall survive the termination of this Agreement and the resignation or removal of BBH&CO as agent.
Fund Indemnity. Fund shall indemnify and hold Agent harmless from and against, and Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, "Losses") arising out of or attributable to Agent's duties under this Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Loss or enforcing this Agreement, except for any liability of Agent as set forth in Section 9.1 above. Each Fund is severally, and not jointly, responsible for indemnification pursuant to this Section 9.2 arising out of or attributable to Agent's duties or appointment with respect to such Fund.
Fund Indemnity. The Fund shall indemnify and hold the Transfer Agent harmless from and against, and the Transfer Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or attributable to:
Fund Indemnity. The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.
Fund Indemnity. The Fund hereby indemnifies BBH&Co. (which, for purposes of this paragraph shall include its respective officers, directors, partners, managers, employees and agents) from and against any and all claims, damages, liabilities, losses, costs or expenses (including the reasonable fees and expenses of outside counsel) incurred, suffered or sustained by BBH&Co., which directly or indirectly arise from performance of this Agreement or any transaction effected pursuant to an SLA (including, without limitation the reversal of earnings paid to the Fund with respect to a loan if the securities are sold by the Fund and any applicable corporate action entitlements are owed to the purchaser), except to the extent that such claims, damages, liabilities, losses, costs or expenses were caused by the negligence or willful misconduct of BBH&Co. or any officer, director, partner, employee or agent of BBH&Co. BBH&Co. may charge (including through sale and disposition of securities) any amounts to which it is entitled hereunder against the Fund’s account(s).This indemnity shall survive the termination of this Agreement and the resignation or removal of BBH&Co. as agent.
Fund Indemnity. The Fund hereby indemnifies BBH&Co. (which, for purposes of this paragraph shall include its respective officers, directors, partners, managers, employees and agents) from and against any and all claims, damages, liabilities, losses, costs or expenses (including the reasonable fees and expenses of outside counsel) incurred, suffered or sustained by BBH&Co., which directly or indirectly arise from performance of this Agreement or any transaction effected pursuant to an SLA (including, without limitation the reversal of earnings paid to the Fund with respect to a loan if the securities are sold by the Fund and any applicable corporate action entitlements are owed to the purchaser), except to the extent that such claims, damages, liabilities, losses, costs or expenses were caused by the negligence or willful misconduct of BBH&Co. BBH&Co. may charge (including through sale and disposition of securities) any amounts to which it is entitled hereunder against the Fund’s account(s).This indemnity shall survive the termination of this Agreement and the resignation or removal of BBH&Co. as agent.
Fund Indemnity. The Fund hereby indemnifies BBH&Co. (which, for purposes of this paragraph shall include their respective officers, directors, partners, managers, employees and agents) from and against any and all Losses (including the fees and expenses of counsel) incurred, suffered or sustained by BBH&Co., which arise from performance of this Agreement or any transaction effected pursuant to an SLA (including, without limitation the reversal of earnings paid to the Fund with respect to a loan if the securities are sold by the Fund and any applicable corporate action entitlements are owed to the purchaser), except to the extent that such Losses were caused solely by the gross negligence or willful misconduct of BBH&Co. BBH&Co. may charge (including through sale and disposition of securities) any amounts to which it is entitled hereunder against the Fund’s account(s). This indemnity shall survive the termination of this Agreement and the resignation or removal of BBH&Co. as agent.
Fund Indemnity. Subject to the Priorities of Payments, the Fund shall indemnify the Account Bank or, pursuant to Clause 5.3, the Representative, as the case may be, to the extent of available funds then standing to the credit of the GIC Account held with the Account Bank against any loss, cost, damage, charge or expense properly incurred by the Account Bank or the Representative, as the case may be, in complying with any instruction delivered pursuant to and in accordance with this Agreement, save that this indemnity shall not extend to:
Fund Indemnity. The Fund hereby indemnifies BBH&Co. (which, for purposes of this paragraph shall include their respective officers, directors, partners, managers, employees and agents) from and against any and all claims, damages, liabilities, losses, costs or expenses (including the fees and expenses of counsel) incurred, suffered or sustained by BBH&Co., which directly or indirectly arise from performance of this Agreement or any transaction effected pursuant to an SLA, except to the extent that such claims, damages, liabilities, losses, costs or expenses were caused solely by the gross negligence or willful misconduct of BBH&Co.. This indemnity shall survive the termination of this Agreement and the resignation or removal of BBH&Co. as agent. This Section does not relieve BBH&Co. of its responsibilities under Sections 8.1, 8.2 and 8.3 under the Agreement.
Fund Indemnity. The Fund hereby indemnifies BBH&Co. (which, for purposes of this paragraph shall include their respective officers, directors, partners, managers, employees and agents) from and against any and all claims, damages, liabilities, losses, costs or expenses (including the fees and expenses of counsel) incurred, suffered or sustained by BBH&Co., which directly or indirectly arise from performance of this Agreement or any transaction effected pursuant to an SLA (including, without limitation the reversal of earnings paid to the Fund with respect to a loan if the securities are sold by the Fund and any applicable corporate action entitlements are owed to the purchaser), except to the extent that such claims, damages, liabilities, losses, costs or expenses were caused solely by the gross negligence or willful misconduct of BBH&Co.. This indemnity shall survive the termination of this Agreement and the resignation or removal of BBH&Co. as agent.
