Common use of Indemnification by Participant Clause in Contracts

Indemnification by Participant. The Participant hereby agrees to indemnify and hold harmless the Distributor, the Funds, the Index Receipt Agent, their respective subsidiaries, affiliates, directors, trustees, officers, employees, and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an "Indemnified Party"), from and against any loss, liability, cost, or expense (including attorneys' fees) incurred by such Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in the Agreement, including the procedures attached hereto; (iii) any failure by the Participant to comply with applicable laws, including rules and regulations of self-regulatory organizations; (iv) any oral or written statement made by Participant regarding an Indemnified Party, including research reports, internal documents, and other materials, insofar as the statement was not made in reliance on, and in conformity with, information provided by the Distributor to the Participant with respect to ETF shares; or (v) actions of such Indemnified Party in reliance upon any instructions issued in accordance with Annex II or III (as each may be amended from time to time) reasonably believed by the Distributor and/or the Index Receipt Agent to be genuine and to have been given by the Participant. The Participant understands and agrees that the Funds as third party beneficiaries to this Agreement are entitled to proceed directly against the Participant in the event that the Participant fails to honor any of its obligations under this Agreement that benefit the Fund. The Distributor shall not be liable to the Participant for any damages arising out of mistakes or errors in data provided to the Distributor, or out of interruptions or delays of communications with the Indemnified Parties who are service providers to the Fund, nor is the Distributor liable for any action, representation, or solicitation made by the wholesalers of the Fund.

Indemnification by Participant. The Participant hereby agrees to indemnify indemnify, defend and hold harmless the Distributor, the FundsTrust, the Index Receipt Agent, their respective subsidiaries, affiliatesaffiliated persons, directors, trustees, officers, employees, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an "a “Participant Indemnified Party"), ”) from and against any loss, liability, cost, or cost and expense (including reasonable attorneys' ’ fees) incurred by such Participant Indemnified Party as a result of (i) any breach by the Participant (or an affiliate of the Participant with respect to research report generated by such affiliate) of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in the Agreement, including the procedures attached hereto; (iii) any failure by the Participant (or an affiliate of the Participant with respect to research report generated by such affiliate) to comply with applicable laws, including rules and regulations of self-regulatory organizations; (iv) any oral or written statement made by Participant regarding an Indemnified Party, including research reports, internal documents, and other materials, insofar as the statement was not made in reliance on, and in conformity with, information provided by the Distributor to the Participant with respect to ETF shares; or (v) actions of such Participant Indemnified Party in reliance upon any instructions relating to Orders issued in accordance with Annex II or III (as each may be amended from time to time) by an Authorized Trader reasonably believed to by the Distributor and/or the Index Receipt Agent such Participant Indemnified Party to be genuine and to have been given by the Participant, or (v) (A) any representation made in connection with the offer or the solicitation of an offer to buy or sell Shares by the Participant, its employees or its agents or other representatives, any Participant Indemnified Party or the Funds that is not inconsistent with the Funds’ Prospectus, except to the extent that the representation was approved in writing by the Distributor and (B) any untrue statement or alleged untrue statement of a material fact contained in any research reports, marketing material and sales literature described in Section 8 or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein when read together with the applicable Prospectus, in the light of the circumstances under which they were made, not misleading to the extent such statement or omission relate to the Shares or any Participant Indemnified Party, unless, in either case, such representation, statement or omission was made or included by the Participant at the written direction of the Distributor or is based upon any omission or alleged omission by the Distributor to state a material fact in connection with such representation, statement, or omission necessary to make such representation, statement or omission not misleading. The Participant understands and agrees that the Funds as third party beneficiaries to this Agreement are shall be entitled to proceed directly against participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Participant in elects to assume the event that defense, the Participant fails to honor any of its obligations under this Agreement that benefit the Fund. The Distributor defense shall not be liable conducted by counsel chosen by it and satisfactory to the Participant for any damages arising out Indemnified Party in the suit, and who shall not, except with the consent of mistakes or errors in data provided the Participant Indemnified Party, be counsel to the DistributorParticipant. If the Participant does not elect to assume the defense of any suit, or out it will reimburse the Participant Indemnified Party for the reasonable fees and expenses of interruptions or delays of communications with the Indemnified Parties who are service providers to the Fund, nor is the Distributor liable for any action, representation, or solicitation made counsel retained by the wholesalers of the Fundthem.

Indemnification by Participant. The Participant hereby agrees to indemnify indemnify, defend and hold harmless the Distributor, the FundsTrust, the Index Receipt Agent, their respective subsidiaries, affiliatesaffiliated persons, directors, trustees, officers, employees, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an "a “Participant Indemnified Party"), ”) from and against any and all loss, liability, cost, or cost and expense (including reasonable attorneys' ’ fees) incurred by such Participant Indemnified Party as a result of (i) any breach by the Participant (or an affiliate of the Participant with respect to research report generated by such affiliate) of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in the Agreement, including the procedures attached hereto; (iii) any failure by the Participant (or an affiliate of the Participant with respect to research report generated by such affiliate) to comply with applicable laws, including rules and regulations of self-regulatory organizations; (iv) any oral or written statement made by Participant regarding an Indemnified Party, including research reports, internal documents, and other materials, insofar as the statement was not made in reliance on, and in conformity with, information provided by the Distributor to the Participant with respect to ETF shares; or (v) actions of such Participant Indemnified Party in reliance upon any instructions relating to Orders issued in accordance with Annex II or III (as each may be amended from time to time) by an Authorized Trader reasonably believed to by the Distributor and/or the Index Receipt Agent such Participant Indemnified Party to be genuine and to have been given by the Participant, or (v) (A) any representation made in connection with the offer or the solicitation of an offer to buy or sell Shares by the Participant, its employees or its agents or other representatives, that is inconsistent with the Funds’ Prospectus, except to the extent that the representation was approved in writing by the Distributor and (B) any untrue statement or alleged untrue statement of a material fact contained in any research reports, marketing material and sales literature described in Section 8 or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein when read together with the applicable Prospectus, in the light of the circumstances under which they were made, not misleading to the extent such statement or omission relate to the Shares or any Participant Indemnified Party, unless, in either case, such representation, statement or omission was made or included by the Participant at the written direction of the Distributor or is based upon any omission or alleged omission by the Distributor to state a material fact in connection with such representation, statement, or omission necessary to make such representation, statement or omission not misleading. The Participant understands and agrees that the Funds as third party beneficiaries to this Agreement are shall be entitled to proceed directly against participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Participant in elects to assume the event that defense, the Participant fails to honor any of its obligations under this Agreement that benefit the Fund. The Distributor defense shall not be liable conducted by counsel chosen by it and satisfactory to the Participant for any damages arising out Indemnified Party in the suit, and who shall not, except with the consent of mistakes or errors in data provided the Participant Indemnified Party, be counsel to the DistributorParticipant. If the Participant does not elect to assume the defense of any suit, or out it will reimburse the Participant Indemnified Party for the reasonable fees and expenses of interruptions or delays of communications with the Indemnified Parties who are service providers to the Fund, nor is the Distributor liable for any action, representation, or solicitation made counsel retained by the wholesalers of the Fundthem.

Indemnification by Participant. The Participant hereby agrees to indemnify and hold harmless the Distributor, the Funds, the Index Receipt Agent, their respective subsidiaries, affiliates, directors, trustees, officers, employees, and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an "Indemnified Party"), from and against any loss, liability, cost, or expense (including attorneys' fees) incurred by such Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in the Agreement, including the procedures attached hereto; (iii) any failure by the Participant to comply with applicable laws, including rules and regulations of self-regulatory organizations; (iv) any oral or written statement made by Participant regarding an Indemnified Party, including research reports, internal documents, and other materials, insofar as the statement was not made in reliance on, and in conformity with, information provided by the Distributor to the Participant with respect to ETF shares; or (v) actions of such Indemnified Party in reliance upon any instructions issued in accordance with Annex II II, III, IV or III V (as each may be amended from time to time) reasonably believed by the Distributor and/or the Index Receipt Agent to be genuine and to have been given by the Participant. The Participant understands and agrees that the Funds as third party beneficiaries to this Agreement are entitled to proceed directly against the Participant in the event that the Participant fails to honor any of its obligations under this Agreement that benefit the Fund. The Distributor shall not be liable to the Participant for any damages arising out of mistakes or errors in data provided to the Distributor, or out of interruptions or delays of communications with the Indemnified Parties who are service providers to the Fund, nor is the Distributor liable for any action, representation, or solicitation made by the wholesalers of the Fund.

Indemnification by Participant. The Participant hereby agrees to indemnify and defend, hold harmless the Distributor, the Funds, the Index Receipt Agent, their respective subsidiaries, affiliates, directors, trustees, officers, employees, and agents, and indemnify each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an "Indemnified Party"), Provider Covered Party from and against any lossclaim, liabilitysuit or proceeding brought by a third party against such Provider Covered Party to the extent that it is based on a claim arising, costdirectly or indirectly, out of the Participant’s trading on the Platform, or expense any other trade or transaction involving the Participant, and the Participant shall pay all costs incurred by (including reasonable attorneys' fees’ fees and disbursements) incurred by such Indemnified Party as a result of and damages finally awarded against the Provider Covered Party; provided that the Participant shall not be responsible for (i) any breach by compromise or settlement made without the Participant of any provision of this Agreement; Participant’s prior written consent or (ii) such costs and damages that result from the Provider Covered Party’s fraud, gross negligence or willful misconduct. The Provider Covered Party seeking indemnification under this Section 10.2 shall promptly notify the Participant in writing of any claim, suit or proceeding that the Participant may have obligations under this Section 10.2, provided, however, that any failure on the part of the Participant Provider Covered Party to perform any of its obligations set forth in the Agreement, including the procedures attached hereto; (iii) any failure by provide prompt written notice pursuant to this Section 10.2 shall excuse the Participant only to comply the extent that it is prejudiced thereby. The Provider Covered Party seeking indemnification hereunder shall reasonably cooperate with applicable laws, including rules and regulations of self-regulatory organizations; (iv) any oral or written statement made by the Participant regarding an Indemnified Partythe defense of any claim, including research reportsproceeding, internal documents, and other materials, insofar as the statement was not made in reliance on, and in conformity with, information provided by the Distributor to the Participant with respect to ETF shares; suit or (v) actions of such Indemnified Party in reliance upon any instructions issued in accordance with Annex II or III (as each may be amended from time to time) reasonably believed by the Distributor and/or the Index Receipt Agent to be genuine and to have been given by the Participantthreatened suit. The Participant understands shall have full control of any such claim, proceeding or suit and agrees that the Funds as third party beneficiaries authority to this Agreement are entitled to proceed directly against settle or otherwise dispose of any suit or threatened suit. In no event, however, may the Participant in agree to any settlement of any claim, suit or proceeding for which it has agreed to provide indemnification under these Operating Procedures if such settlement would impose any liability or obligation upon the event that Provider Covered Party, without the Participant fails to honor any of its obligations under this Agreement that benefit the Fund. The Distributor shall not be liable to the Participant for any damages arising out of mistakes or errors in data provided to the Distributor, or out of interruptions or delays of communications with the Indemnified Parties who are service providers to the Fund, nor is the Distributor liable for any action, representation, or solicitation made by the wholesalers of the FundProvider Covered Party’s prior written consent.