INDEMNIFICATION BY SECURITY MANAGEMENT Clause Samples

INDEMNIFICATION BY SECURITY MANAGEMENT. (a) With respect to those matters listed in subparagraphs (i) through (vi) below, Security Management will indemnify and hold harmless the Portfolio, the Adviser and their respective trustees, directors, officers and employees and each other person who controls the Portfolio or the Adviser, 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, joint or several, (each, a "Liability" and collectively, the "Liabilities"). Unless Security Management elects to assume the defense pursuant to paragraph (b) Security Management will bear the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith. Any or each Liability which arises out, is based upon or results from: (i) any violation or alleged violation 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 the Company or the 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 the 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 the Portfolio or Adviser; (ii) Security Management having caused the Portfolio to be an association taxable as a corporation rather than a partnership; or (iii) any misstatement of a material fact or an omission of a material fact in the Company's registration statement (including amendments thereto) or included in Fund advertising or sales literature, other than information provided by the Portfolio or the Adviser or included in Fund advertising or sales literature at the request of the Portfolio or the Adviser; (iv) the failure of any representation or warranty made by the Company or Security Management to be accurate when made or the failure of the Company or Security Management to perform any covenant contained here...