Indemnification; Notification of Claims. (a) Notwithstanding anything in this Agreement to the contrary, Foreside shall not be responsible for, and the Client shall on behalf of each applicable Fund or Class thereof, indemnify and hold harmless Foreside, its employees, directors, officers and managers and any person who controls Foreside within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, as amended, (for purposes of this Section 4.2(a), “Foreside Indemnitees”) from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, liabilities and other expenses of every nature and character (including, but not limited to, direct and indirect reasonable reprocessing costs) arising out of or attributable to all and any of the following (for purposes of this Section 4.2(a), a “Foreside Claim”):
Indemnification; Notification of Claims. (a) Notwithstanding anything in this Agreement to the contrary, the Placement Agent shall not be responsible for, and the Fund shall indemnify and hold harmless the Placement Agent, its employees, directors, officers and managers and any person who controls the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “1934 Act”) (for purposes of this Section 9, “Placement Agent Indemnitees”) from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, liabilities and other expenses of every nature and character arising out of or attributable to all and any of the following (for purposes of this Section 9, a “Placement Agent Claim”):
Indemnification; Notification of Claims. (a) Notwithstanding anything in this Agreement to the contrary, Forum shall not be responsible for, and the Client shall on behalf of each applicable Fund or Class thereof, indemnify and hold harmless Forum, its employees, directors, officers and managers and any person who controls Forum within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, as amended, (for purposes of this Section 4.2(a), "Forum Indemnitees") from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, liability and other expenses of every nature and character (including, but not limited to, direct and indirect reasonable reprocessing costs) arising out of or attributable to all and any of the following (for purposes of this Section 4.2(a), a "Forum Claim"):
Indemnification; Notification of Claims. (a) Notwithstanding anything in this Agreement to the contrary, the Placement Agent shall not be responsible for, and the Fund shall indemnify and hold harmless the Placement Agent, its employees, directors, officers and managers and any person who controls the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the “1934 Act”) (for purposes of this Section 9, “Placement Agent Indemnitees”) from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, liabilities and other expenses of every nature and character arising out of or attributable to all and any of the following (for purposes of this Section 9, a “Placement Agent Claim”): (i) any material action (or omission to act) of the Placement Agent or its agents taken in connection with this Agreement; provided, that such action (or omission to act) is taken in good faith and without willful misfeasance, bad faith, gross negligence, or reckless disregard by the Placement Agent of its duties and obligations under this Agreement; (ii) any untrue statement of a material fact contained in the Offering Materials or arising out of or based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Fund in connection with the preparation of the Memorandum or any other Offering Materials by or on behalf of the Placement Agent;
Indemnification; Notification of Claims. (a) Notwithstanding anything in this Agreement to the contrary, Foreside shall not be responsible for, and the Fund shall indemnify and hold harmless Foreside, its employees, directors, officers and managers and any person who controls Foreside within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the "1934 Act") (for purposes of this Section 10, "Foreside Indemnitees") from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, liabilities and other expenses of every nature and character arising out of or attributable to all and any of the following (for purposes of this Section 10, a "Foreside Claim):
Indemnification; Notification of Claims. (a) Notwithstanding anything in this Agreement to the contrary, Citigroup shall not be responsible for, and the Client shall indemnify and hold harmless Citigroup, its employees, directors, officers and managers and any person who controls Citigroup within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, as amended, (for purposes of this Section 4.2, "INDEMNITEES") from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, liability and other expenses of every nature and character (including, but not limited to, direct and indirect reasonable reprocessing costs) arising out of or attributable to all and any of the following (for purposes of this Section 4.2, a "CLAIM"):
Indemnification; Notification of Claims. (a) Notwithstanding anything in this Agreement to the contrary, Foreside shall not be responsible for, and the Client shall indemnify and hold harmless Foreside, its employees, directors, officers and managers and any person who controls Foreside within the meaning of section 15 of the 1933 Act or Section 20 of the 1934 Act, (for purposes of this Section 4.2(a), “Foreside Indemnitees”) from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, liabilities and other expenses of every nature and character arising out of or attributable to all and any of the following (for purposes of this Section 4.2(a), a “Foreside Claim”):
Indemnification; Notification of Claims. (a) Notwithstanding anything in this Agreement to the contrary, but subject to Section 4.1(c) and 4.3(a) and (b), Citi shall not be responsible for, and the Client shall indemnify and hold harmless Citi, its employees, directors, officers and managers and any Person who controls Citi within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (for purposes of this Section 4.2, “Citi Indemnitees”) from and against, any and all direct losses, damages, costs, charges, reasonable counsel fees, payments, liability and other expenses of every nature and character (including, but not limited to, reasonable reprocessing costs) (collectively, “Losses”) related to any claim, cause of action, demand, examination, investigation, proceeding or other matter instituted against a Citi Indemnitee and arising out of or attributable to one or more of the following (for purposes of this Section 4.2, a “Citi Claim”):
Indemnification; Notification of Claims. (a) Notwithstanding anything in this Agreement to the contrary, Citigroup shall not be responsible for, and the Client shall on behalf of each applicable Fund or Class thereof, indemnify, defend and hold harmless Citigroup, its employees, directors, officers and managers and any person who controls Citigroup within the meaning of section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended, (for purposes of this Section 4.2, “Citigroup Indemnitees”) free and harmless from and against, any and all claims, demands, actions, suits, judgments, losses, damages, costs, charges, reasonable counsel fees, payments, liability and other expenses of every nature and character (including, but not limited to, the cost of investigating or defending such claims, demands, actions, suits or liabilities and any reasonable counsel fees incurred in connection therewith and direct and indirect reasonable reprocessing costs) related to any claim, cause of action, demand, examination, investigation, proceeding or other matter instituted against a Citigroup Indemnitee arising out of or attributable to all and any of the following (for purposes of this Section 4.2, a “Citigroup Claim”):
Indemnification; Notification of Claims. (a) Notwithstanding anything in this Agreement to the contrary, Resolute shall not be responsible for, and the Client shall on behalf of each applicable Fund or Class thereof, indemnify and hold harmless Resolute, its employees, directors, officers and managers and any person who controls Resolute within the meaning of section 15 of the Securities Act or section 20 of the 1934 Act (for purposes of this Section 4.2(a), “Resolute Indemnitees”) from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, liabilities and other expenses of every nature and character (including, but not limited to, direct and indirect reasonable reprocessing costs) arising out of or attributable to all and any of the following (for purposes of this Section 4.2(a), a “Resolute Claim”): (i) any material action (or omission to act) of Resolute or its agents taken in connection with this Agreement; provided, that such action (or omission to act) is taken in good faith and without willful misfeasance, negligence or reckless disregard by Resolute, or its affiliates, of its duties and obligations under this Agreement; (ii) any untrue statement of a material fact contained in the Registration Statement or arising out of or based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Client in connection with the preparation of the Registration Statement or exhibits to the Registration Statement by or on behalf of Resolute; (iii) any material breach of the Client’s agreements, representations, warranties, and covenants in Sections 2.9 and 5.2 of this Agreement; or (iv) the reliance on or use by Resolute or its agents or subcontractors of information, records, documents or services which have been prepared, maintained or performed by the Client or any agent of the Client, including but not limited to any Predecessor Records provided pursuant to Section 2.9(b).
