Indemnification by the Sponsor. (a) The Sponsor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933Act (collectively, the “Indemnified Parties” for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products and:
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Sponsor or Fund by or on behalf of the Company for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Variable Insurance Products or Fund shares; or
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Sponsor or persons under its control) or unlawful conduct of the Fund, the Advisers or persons under their control, with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be...
Indemnification by the Sponsor. The Sponsor shall, or shall cause the Trust to, indemnify the Asset Representations Reviewer and its officers, directors, employees and agents for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the costs and expenses of participating in or defending itself against any loss, damage or liability, whether in a proceeding brought pursuant to Section 6.8 of this Agreement or otherwise), but excluding any costs, expenses, losses, damages or liabilities resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Sponsor’s obligations under this Section 6.3.3 shall survive the termination of this Agreement.
Indemnification by the Sponsor. The Sponsor, its successors and assigns, shall at all times fully indemnify and hold harmless the Custodian, its successors and assigns, from any and all liability, claims, demands, actions, suits, cost or expense of any nature as the same may arise or be made against or be incurred by the Custodian from the failure of the Sponsor to comply with any law, rule, regulation or order of the United States, any state or any other jurisdiction, governmental authority, body or board having jurisdiction, relating to the sale, registration or qualification of the Plans or any of them, or the securities sold in connection therewith. The Fund also agrees to indemnify the Custodian for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Custodian, arising out of or in connection with the acceptance hereof or the performance of its duties hereunder, as well as the costs and expenses of defending against any claim or liability in the premises, provided that no claim against the Custodian which might be subject to the foregoing indemnification provisions shall be confessed, settled or compromised by the Custodian without the Custodian first having given 15 days' notice in writing to the Sponsor of the material facts, and provided further that the Sponsor shall have the right upon written demand delivered to the Custodian within 15 days following the date of such notice to contest or defend such claim in the name of the Custodian.
Indemnification by the Sponsor. Subject to the terms and conditions of this Article XI, to the extent that any Damages relating to a Class A Claim remain unpaid after a claim has been properly made therefor pursuant to this Article XI that is not subject to a bona fide dispute, the Sponsor shall pay to the Class A Parties any amounts validly due from the Class B Members under the indemnity obligations set out in Section 11.1(a) above. If any claim is made under this Section 11.1(c), the Sponsor shall have all of the rights of an Indemnifying Member (as defined below).
Indemnification by the Sponsor. 40 C. COMMUNICATIONS.......................................................41 D. COUNTERPARTS........................................................41 E. INSPECTION...........................................................42 F. SCHEDULES............................................................42 G. AMENDMENT............................................................42 H. CONSTRUCTION.........................................................42 -ii- CUSTODIAN AGREEMENT ------------------- AGREEMENT made this _____ day of ________, 199__, between Pioneer Funds Distributor, Inc., a Massachusetts corporation with its office at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (hereinafter called the "Sponsor") and [____ ____________________________], a [_________________________] having an office at [_________________], [____], [___________] (hereinafter called the "Custodian").
Indemnification by the Sponsor. The Sponsor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Variable Insurance Products and:
Indemnification by the Sponsor. The Sponsor undertakes to indemnify (i.e. to provide compensation for damage and immaterial loss) and to hold harmless the medical service provider, its directors, representatives, employees and agents, as well as the Investigator and persons participating in the conduct of the clinical trial (hereinafter collectively the "Indemnitees") and the relieve them of any liability for all third party 14.1
Indemnification by the Sponsor. Subject to the terms and conditions of this Article XI, to the extent that any Damages relating to a Class A Claim remain unpaid after a claim has been properly made therefor pursuant to this Article XI that is not subject to a bona fide dispute, the Sponsor shall pay to the Class A Parties any amounts validly due from the Class B Members under the indemnity obligations set out in Section 11.1(a) above. If any claim is made under this Section 11.1(c), the Sponsor shall have all of the rights of an Indemnifying Member (as defined below). Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.
Indemnification by the Sponsor. Cendant may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.1 of this Agreement that Cendant shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 2.4) Cendant, each director of Cendant, each officer of Cendant, each other Person, if any, who controls Cendant within the meaning of the Securities Act, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act, with respect to (i) any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Cendant concerning the Sponsor through an instrument duly executed by the Sponsors specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, (ii) the use of any prospectus by or on behalf of the Sponsor after Cendant has notified the Sponsor that such prospectus contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (iii) the failure to send or deliver to a Person to whom the Sponsor sells Registrable Securities at or prior to the written confirmation of sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if Cendant has previously furnished copies thereof to the Sponsor or its representatives, or (iv) any violation by the Sponsor of any federal or state securities law or rule or regulation thereunder (other than any violation that arises out of or is based upon circumstances described in clause (x) or (y) of Section 2.4(a) above and as to which the Sponsor is entitled to indemnification thereunder). Any such indemnity shall remain in full for...
Indemnification by the Sponsor. The Sponsor shall indemnify MIMC, its agents, servants and employees against, and hold MIMC, its agents, servants and employees harmless from, any and all losses, claims, actions, proceedings, costs, damages (excluding special or consequential damages), and liabilities, including reasonable attorneys' fees, arising out of, connected with or resulting from the negligent or willful act or omission on the part of the Sponsor or the Investigator or their respective agents, servants and employees (other than MIMC or the Monitor) in executing the Protocol or conducting the Study or the breach by the Sponsor of any of its obligations under this Agreement; provided that MIMC gives the Sponsor written notice of any such loss, claim, etc. promptly after obtaining knowledge thereof. To the extent requested by the Sponsor, MIMC shall cooperate fully with the Sponsor in the defense of any such claim, action, etc. Sponsor shall have the sole authority to defend and/or settle any such loss, claim, etc. Sponsor, in the defense of any such loss, claim, etc., shall not, except with the consent of MIMC, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to MIMC of a release from all liability in respect of such loss, claim, etc., and Sponsor shall not consent to entry of any judgment or settle such loss, claim, etc. without the prior written consent of MIMC.
