Common use of Indemnification by Sierra Services Clause in Contracts

Indemnification by Sierra Services. Sierra Services agrees to indemnify, defend and hold the Trust, its officers, directors, agents, employees, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (the Trust and such persons, collectively, "Trust Indemnified Persons"), free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) that any Trust Indemnified Person may incur under the 1933 Act, the 1940 Act or common law or otherwise, but only to the extent that such liability or expense incurred by such Trust Indemnified Person shall arise out of or be based upon (a) any unauthorized sales literature, advertisements, information, statements or representations or (b) any untrue statement (or alleged untrue statement) of a material fact contained in information furnished in writing by Sierra Services to the Trust and used in the answers to any of the items of the Registration Statement or in the corresponding statements made in any Prospectus, or shall arise out of or be based upon any omission (or alleged omission) to state a material fact in connection with such information furnished in writing by Sierra Services to the Trust and required to be stated in such answers or necessary to make such information not misleading, or shall arise out of or be based upon Sierra Services' material breach of this Agreement; provided, that this Section 9 shall apply to all acts or omissions by the parties hereto that occur on or after the date first written above and the indemnification provisions of the Original Agreement shall apply to all acts or omissions by the parties hereto that occur prior to such date. Sierra Services' agreement to indemnify Trust Indemnified Persons is expressly conditioned upon such Trust Indemnified Person's notifying Sierra Services, or causing Sierra Services to be notified, of any action brought against such Trust Indemnified Person, such notification to be given by letter, telegram, telecopy or facsimile addressed to Sierra Services at its principal office, within ten (10) days after the summons or other first legal process shall be served; provided that the failure to provide such notification within such time limit shall limit Sierra Services' obligation to indemnify such persons only to the extent such failure causes prejudice to the interests of Sierra Services with respect to such action. The failure so to notify Sierra Services of any such action shall not relieve Sierra Services from any liability that Sierra Services may have to the Trust Indemnified Person by reason of any such untrue (or alleged untrue) statement or omission (or alleged omission) otherwise than on account of Sierra Services' indemnity agreement contained in this Section 9b. Sierra Services' indemnification agreement contained in this Section 9b and its representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Trust Indemnified Person, and shall survive the delivery of any Shares and, to the extent permitted by law, the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of Trust Indemnified Persons and their respective estates or successors, as applicable.

Indemnification by Sierra Services. Sierra Services agrees to indemnify, defend and hold the Trust, its officers, directors, agents, employees, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (the Trust and such persons, collectively, "Trust Indemnified Persons"), free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) that any Trust Indemnified Person may incur under the 1933 Act, the 1940 Act or common law or otherwise, but only to the extent that such liability or expense incurred by such Trust Indemnified Person shall arise out of or be based upon (a) any unauthorized sales literature, advertisements, information, statements or representations or (b) any untrue statement (or alleged untrue statement) of a material fact contained in information furnished in writing by Sierra Services to the Trust and used in the answers to any of the items of the Registration Statement or in the corresponding statements made in any Prospectus, or shall arise out of or be based upon any omission (or alleged omission) to state a material fact in connection with such information furnished in writing by Sierra Services to the Trust and required to be stated in such answers or necessary to make such information not misleading, or shall arise out of or be based upon Sierra Services' SISC's material breach of this Agreement; provided, that this Section 9 shall apply to all acts or omissions by the parties hereto that occur on or after the date first written above and the indemnification provisions of the Original Agreement shall apply to all acts or omissions by the parties hereto that occur prior to such date. Sierra Services' agreement to indemnify Trust Indemnified Persons is expressly conditioned upon such Trust Indemnified Person's notifying Sierra Services, or causing Sierra Services to be notified, of any action brought against such Trust Indemnified Person, such notification to be given by letter, telegram, telecopy or facsimile addressed to Sierra Services at its principal office, within ten (10) days after the summons or other first legal process shall be served; provided that the failure to provide such notification within such time limit shall limit Sierra Services' obligation to indemnify such persons only to the 14 15 extent such failure causes prejudice to the interests of Sierra Services with respect to such action. The failure so to notify Sierra Services of any such action shall not relieve Sierra Services from any liability that Sierra Services may have to the Trust Indemnified Person by reason of any such untrue (or alleged untrue) statement or omission (or alleged omission) otherwise than on account of Sierra Services' indemnity agreement contained in this Section 9b9.2. Sierra Services' indemnification agreement contained in this Section 9b 9.2 and its representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Trust Indemnified Person, and shall survive the delivery of any Shares and, to the extent permitted by law, the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of Trust Indemnified Persons and their respective estates or successors, as applicable.

Indemnification by Sierra Services. Sierra Services agrees to indemnify, defend and hold the Trust, its officers, directors, agents, employees, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (the Trust and such persons, collectively, "Trust Indemnified Persons"), free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) that any Trust Indemnified Person may incur under the 1933 Act, the 1940 Act or common law or otherwise, but only to the extent that such liability or expense incurred by such Trust Indemnified Person shall arise out of or be based upon (a) any unauthorized sales literature, advertisements, information, statements or representations or (b) any untrue statement (or alleged untrue statement) of a material fact contained in information furnished in writing by Sierra Services to the Trust and used in the answers to any of the items of the Registration Statement or in the corresponding statements made in any Prospectus, or shall arise out of or be based upon any omission (or alleged omission) to state a material fact in connection with such information furnished in writing by Sierra Services to the Trust and required to be stated in such answers or necessary to make such information not misleading, or shall arise out of or be based upon Sierra Services' 's material breach of this Agreement; provided, that this Section 9 shall apply to all acts or omissions by the parties hereto that occur on or after the date first written above and the indemnification provisions of the Original Agreement shall apply to all acts or omissions by the parties hereto that occur prior to such date. Sierra Services' 's agreement to indemnify Trust Indemnified Persons is expressly conditioned upon such Trust Indemnified Person's notifying Sierra Services, or causing Sierra Services to be notified, of any action brought against such Trust Indemnified Person, such notification to be given by letter, telegram, telecopy or facsimile addressed to Sierra Services at its principal office, within ten (10) days after the summons or other first legal process shall be served; provided that the failure to provide such notification within such time limit shall limit Sierra Services' 's obligation to indemnify such persons only to the extent such failure causes prejudice to the interests of Sierra Services with respect to such action. The failure so to notify Sierra Services of any such action shall not relieve Sierra Services from any liability that Sierra Services may have to the Trust Indemnified Person by reason of any such untrue (or alleged untrue) statement or omission (or alleged omission) otherwise than on account of Sierra Services' 's indemnity agreement contained in this Section 9b. Sierra Services' 's indemnification agreement contained in this Section 9b and its representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Trust Indemnified Person, and shall survive the delivery of any Shares and, to the extent permitted by law, the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of Trust Indemnified Persons and their respective estates or successors, as applicable.