Indemnification By Funds. Each Fund will indemnify and hold Advisory Corp. harmless from all lost, cost, damage and expense, including reasonable expenses for legal counsel, incurred by Advisory Corp. resulting from: (a) any claim, demand, action or suit in connection with Advisory Corp.'s acceptance of this Agreement; (b) any action or omission by Advisory Corp. in the performance of its duties hereunder; (c) Advisory Corp.'s acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (d) Advisory Corp.'s acting upon information provided by the Fund in form and under policies agreed to by Advisory Corp. and the Fund. Advisory Corp. shall not be entitled to such indemnification in respect of actions or omissions constituting gross negligence or willful misconduct of Advisory Corp. or its agents or contractors. Prior to confessing any claim against it which may be subject to this indemnification, Advisory Corp. shall give the Fund reasonable opportunity to defend against said claim in its own name or in the name of Advisory Corp.
Indemnification By Funds. Each Fund will indemnify and hold Van Xxxxxx xxxmless from all loss, cost, damage and expense, including reasonable expenses for legal counsel, incurred by Van Xxxxxx xxxulting from (a) any claim, demand, action or suit in connection with Van Xxxxxx'x xxxeptance of this Agreement; (b) an action or omission by Van Xxxxxx xx the performance of its duties hereunder; (c) Van Xxxxxx'x xxxing upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (d) Van Xxxxxx'x xxxing upon information provided by the Fund in form and under policies agreed to by Van Xxxxxx xxx the Fund. Van Xxxxxx xxxll not be entitled to such indemnification in respect of action or omissions constituting negligence or willful misconduct of Van Xxxxxx xx its agents or contractors. Prior to admitting any claim against it which may be subject to this indemnification, Van Xxxxxx xxxll give the Fund reasonable opportunity to defend against said claim on its own name or in the name of Van Xxxxxx.
Indemnification By Funds. Each Fund, severally and not jointly, shall ------------------------ indemnify and hold harmless CTC from and against any and all costs, expenses, damages, liabilities or claims (including reasonable attorneys' and accountants' fees) arising from CTC's performance of its obligations under this Agreement with respect to such Fund, provided that CTC shall not be indemnified and held harmless from and against (a) any such costs, expenses, damages, liabilities or - claims arising from bad faith, willful misconduct or negligence on the part of CTC, or (b) special, incidental or consequential damages, even if the Trust or - any Fund has been advised of the possibility of such damages.
Indemnification By Funds. Each Fund will indemnify and hold VKAM harmless from all loss, cost, damage and expense, including reasonable expenses for legal counsel, incurred by VKAM resulting from: (a) any claim, demand, action or suit in connection with VKAM's acceptance of this Agreement; (b) any action or omission by VKAM in the performance of its duties hereunder; (c) VKAM's acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (d) VKAM's acting upon information provided by the Fund in form and under policies agreed to by VKAM and the Fund. VKAM shall not be entitled to such indemnification in respect of actions or omissions constituting gross negligence or willful misconduct of VKAM or its agents or contractors. Prior to confessing any claim against it which may be subject to this indemnification, VKAM shall give the Fund reasonable opportunity to defend against said claim in its own name or in the name of VKAM.
Indemnification By Funds. The Funds shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Funds, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Funds, their successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.
Indemnification By Funds. Each Fund shall indemnify the Administrator and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by the Administrator which result from: (i) any claim, action suit or proceeding in connection with the Administrator’s entry into or performance of this Agreement; or (ii) any action taken or omission committed by the Administrator in the performance of its obligations hereunder; or (iii) any action of the Administrator taken upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of such Fund. Notwithstanding the foregoing, the Administrator shall not be entitled to such indemnification if its own gross negligence or willful misconduct contributed in any way to the actions or omissions giving rise to either Fund’s obligation to indemnify the Administrator pursuant to this Section 13. Before confessing any claim against it which may be subject to indemnification by a Fund hereunder, the Administrator shall give such Fund reasonable opportunity to defend against such claim in its own name or in the name of the Administrator.
Indemnification By Funds. (a) The Manager and each Fund, as applicable, will jointly indemnify and hold harmless the Portfolios, PFD and their respective trustees, directors, officers and employees and each other person who controls the Portfolios or PFD, as the case may be, within the meaning of Section 15 of the 1933 Act (each a "Covered Person" and collectively "Covered Persons"), against any and all losses, claims, demands, damages, liabilities and expenses (each a "Liability" and collectively "Liabilities") (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith), joint or several, which
(i) arise out of or are based upon any of the Securities Laws, any other statute or common law or are incurred in connection with or as a result of any formal or informal administrative proceeding or investigation by a regulatory agency, insofar as such Liabilities arise out of or are based upon the ground or alleged ground that any direct or indirect omission or commission by a Fund (either during the course of its daily activities or in connection with the accuracy of its representations or its warranties in this Agreement) caused or continues to cause a Portfolio to violate any federal or state securities laws or regulations or any other applicable domestic or foreign law or regulations or common law duties or obligations, but only to the extent that such Liabilities do not arise out of and are not based upon an omission or commission of a Portfolio or PFD;
(ii) arise out of any misstatement of a material fact or an omission of a material fact related to a Portfolio in the Fund's registration statement (including amendments thereto) or included in Fund advertising or sales literature, other than information provided by a Portfolio or PFD or included in Fund advertising or sales literature at the request of a Portfolio or PFD;
(iii) result from the failure of any representation or warranty made by the Fund to be accurate when made or the failure of the Fund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement;
(iv) arise out of any unlawful or negligent act of the Fund or any director, officer, employee or agent of the Fund, whether such act was committed against the Fund, a Portfolio, PFD or any third party; provided, however, that in no case shall a the Manager or a Fund be liable with respect to any claim made against any such Covered Person unless such Cover...
Indemnification By Funds. Section 6.04. Fund's Right to Proceed ................................................ 40 Section 6.05. Indemnification by Custodian ........................................... 46 Section 6.06 Mitigation of Damages .................................................. 48 ARTICLE VII. COMPENSATION ................................................................... 48 ARTICLE VIII. TERMINATION ................................................................... 48 Section 8.01. Termination of Agreement as to One or More Funds ....................... 44 Section 8.02. Termination as to One or More Series ................................... 50 ARTICLE IX. MISCELLANEOUS .......................................................................... 50
Indemnification By Funds. Each Fund will indemnify and hold VKAC harmless from all loss, cost, damage and expense, including reasonable expenses for legal counsel, incurred by VKAC resulting from: (A) any claim, demand, action or suit in connection with VKAC's acceptance of this Agreement; (B) any action or omission by VKAC in the performance of its duties hereunder; (C) VKAC's acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (D) VKAC's acting upon information provided by the Fund in form and under policies agreed to by VKAC and the Fund. VKAC shall not be entitled to such indemnification in respect of actions or omissions constituting gross negligence or willful misconduct of VKAC or its actions or contractors. Prior to confessing any claims against it which may be subject to this indemnification, VKAC shall give the Fund reasonable opportunity to defend against said claim in its own name or in the name of VKAC.
Indemnification By Funds. Each Fund will indemnify and hold VKIS harmless from all loss, cost, damage and expense, including reasonable expenses for legal counsel, incurred by VKIS resulting from: (A) any claim, demand, action or suit in connection with VKIS's acceptance of this Agreement; (B) any action or omission by VKIS in the performance of its duties hereunder; (C) VKIS's acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (D) VKIS's acting upon information provided by the Fund in form and under policies agreed to by VKIS and the Fund. VKIS shall not be entitled to such indemnification in respect of actions or omissions constituting gross negligence or willful misconduct of VKIS or its actions or contractors. Prior to confessing any claims against it which may be subject to this indemnification, VKIS shall give the Fund reasonable opportunity to defend against said claim in its own name or in the name of VKIS.
