Common use of Indemnification by VCS Clause in Contracts

Indemnification by VCS. VCS agrees to indemnify and hold harmless the Company, the Trust, and each Portfolio and each of their respective trustees, officers, employees and agents (each an "Indemnified Party," or collectively, the "Indemnified Parties" for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of VCS) or expenses (including reasonable counsel fees) to which any Indemnified Party may become subject under any statute, regulation, 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 Shares and arise out of or result from any material breach of any representation and/or warranty made by VCS in this Agreement or arise out of or result from any other material breach of this Agreement by VCS, as limited by and in accordance with the provisions of this Article VIII.

Indemnification by VCS. VCS agrees to indemnify and hold harmless the Company, the Trust, and each Portfolio and each of their respective trustees, officers, employees and agents (each an "“Indemnified Party," ” or collectively, the "“Indemnified Parties" ” for purposes of this Section 8.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of VCS) or expenses (including reasonable counsel fees) to which any Indemnified Party may become subject under any statute, regulation, 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 Shares and arise out of or result from any material breach of any representation and/or warranty made by VCS in this Agreement or arise out of or result from any other material breach of this Agreement by VCS, as limited by and in accordance with the provisions of this Article VIII.