Indemnification of Advisor. To the extent permitted by applicable law, the Trustee agrees to indemnify and hold harmless the Advisor for losses, damages or expenses directly resulting from (A) actions taken by the Advisor in reliance on information provided by the Trustee to the Advisor in accordance with this Agreement, including but not limited to the Trustee’s operating requirements and cash availability information, (B) actions omitted to be taken by the Advisor pursuant to instructions or directions provided by the Trustee and/or (C) valuation of the assets held in the Subaccount, computation of unit values for the Subaccount by the Trustee, or performance data and other financial information provided by the Trustee to Subaccount participants except to the extent that the Advisor has incorrectly reported or failed to report securities transactions in the Subaccount to the Trustee as provided in this Agreement and to the extent that any error in such valuation or computation is due to prices or other information provided by the Advisor.
Indemnification of Advisor. Subject to the limitations set forth in this Subsection 8(b), the Fund shall indemnify, defend and hold harmless (from the assets of the Trust or Trusts to which the conduct in question relates) the Advisor against all loss, damage and liability, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants' and counsel fees, incurred by the Advisor in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, related to or resulting from this Agreement or the performance of services hereunder, except with respect to any matter as to which it has been determined that the loss, damage or liability is a direct result of (i) a breach of fiduciary duty with respect to the receipt of compensation for services; or (ii) willful misfeasance, bad faith or gross negligence on the part of the Advisor in the performance of its duties or from reckless disregard by it of its duties under this Agreement (either and both of the conduct described in clauses (i) and (ii) above being referred to hereinafter as "Disabling Conduct"). A determination that the Advisor is entitled to indemnification may be made by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Advisor was not liable by reason of Disabling Conduct, (ii) dismissal of a court action or an administrative proceeding against the Advisor for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the facts, that the Advisor was not liable by reason of Disabling Conduct by, (a) vote of a majority of a quorum of Trustees who are neither "interested persons" of the Fund as the quoted phrase is defined in Section 2(a)(19) of the 1940 Act nor parties to the action, suit or other proceeding on the same or similar grounds that is then or has been pending or threatened (such quorum of such Trustees being referred to hereinafter as the "Independent Trustees"), or (b) an independent legal counsel in a written opinion. Expenses, including accountants' and counsel fees so incurred by the Advisor (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Fund or Trust to which the conduct in question related in advance of the final disposition ...
Indemnification of Advisor a. Subject to sections (b)-(d) below, the Advisees shall indemnify the Advisor and its Affiliates for any loss arising out of any of their acts or omissions in connection with this Agreement and the Advisor and its Affiliates will be held harmless for any loss of liability suffered by the Advisees.
b. The Advisees shall not indemnify the Advisor or its Affiliates for any liability loss suffered by the Advisor or its Affiliates, nor shall it hold the Advisor or its Affiliates harmless for any loss or liability suffered by the Advisees unless all of the following conditions are met: (i) the Advisor or its Affiliates determined in good faith that the course of conduct which caused the loss or liability was in the best interests of the Advisees, (ii) the Advisor or its Affiliates were acting on behalf of the Advisees or performing services for the Advisees, (iii) such liability or loss or expense was not the result of negligence or misconduct on the part of the Advisor or its Affiliates and (iv) such indemnification or agreement to hold harmless shall be recoverable only out of the net assets of the Advisees and not from the stockholders, partners or members of the Advisees.
c. Not withstanding anything to the contrary in subsection b, the Advisees shall not indemnify the Advisor or its Affiliates or any persons acting as a broker-dealer for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular Indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnitee or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular Indemnitee and finds that indemnification of the settlement and related costs should be made, and the court considering the matter has been advised of the position of the Securities and Exchange Commission and the published position of any state securities regulatory authority as to indemnification for violations of securities law.
d. The Advisees will advance amounts to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following con...
Indemnification of Advisor. If in connection with the services or matters that are the subject of this Agreement Advisor becomes involved in any capacity in any action or legal proceeding, due to the actions, information, position, assertions, and/or affirmations put forth by Company or by Advisor at the direction of Company, or in reliance upon material or information furnished by Company, Company agrees to indemnify and hold harmless Advisor as the case may be for the reasonable legal fees of counsel, court costs and other expenses (including the costs of investigation and preparation) incurred. Company also agrees to hold harmless Advisor against any losses, claims, damages or liabilities, joint services or matters which are the subject of this Agreement; provided however that Company shall not be liable to Advisor with respect to any loss, claim, damages or liability to the extent and only to the extent that such loss, claim, damage or liability resulted from the gross negligence or willful misconduct of Advisor. The provisions of this paragraph shall survive the expiration of the period of this Agreement including any extensions thereof set forth herein.
Indemnification of Advisor. The Advisees shall indemnify the Advisor and its Affiliates for any loss arising out of any of their acts or omissions in connection with this Agreement; provided that (i) the Board of Directors must have determined, in good faith, that such course of conduct was in the best interests of an Advisee and did not constitute negligence or misconduct by the Advisor or its Affiliates; (ii) such conduct was within the scope of authority of the Advisor; and (iii) any such indemnification shall be recoverable only from the assets of the Advisees and not from the assets of the stockholders, partners or directors of the Advisees, as the case may be. Notwithstanding the foregoing, the Advisor or its Affiliates shall not be indemnified for any liability, loss or damage incurred by the Advisor or its Affiliates in connection with any claim or settlement involving allegations that federal or state securities laws were violated by the Advisor or its Affiliates unless: (a) the Advisor or its Affiliates seeking indemnification are successful in defending such action on the merits of each count involving securities law violations; or (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or (c) a court of competent jurisdiction approves a settlement of the claims against the Advisor or its Affiliates seeking indemnification involving securities law violations and finds that indemnification of the settlement and related costs should be made; or (d) indemnification is specifically approved by a court of competent jurisdiction in each such case.
Indemnification of Advisor. To the extent permitted by applicable law, the Trustee agrees to indemnify and hold harmless the Advisor for losses, damages or expenses resulting from (A) actions taken by the Advisor in reliance on information provided by the Trustee to the Advisor in accordance with this Agreement, including but not limited to the Trustee’s operating requirements and cash availability information, (B) actions omitted to be taken by the Advisor pursuant to instructions or directions provided by the Trustee and/or (C) valuation of the assets held in the Subaccount, computation of unit values for the Subaccount by the Trustee, or performance data and other financial information provided by the Trustee to Subaccount participants except to the extent that the Advisor has incorrectly reported or failed to report securities transactions in the Subaccount to the Trustee as provided in this Agreement or to the extent that any error in such valuation or computation is due to prices or other information provided by the Advisor, other than in accordance with the Advisor’s standard of care for the provision of pricing and valuation information set forth in Section 4(l).
Indemnification of Advisor. To the extent permitted by Applicable Law, the Trustee agrees to indemnify and hold harmless the Advisor for any and all expenses (including reasonable attorney’s fees of one law firm, judgments, fines and penalties, including any civil penalties assessed under Section 502(1) of ERISA) and amounts paid in settlement actually incurred in connection with any pending or current action, suit, proceeding or claim, whether civil, criminal administrative or otherwise, and the amount of any adverse judgment entered against any of them and any reasonable expenses attendant thereto that are a result of (A) actions taken or omitted by the Advisor in reliance on information provided by the Trustee to the Advisor in accordance with this Agreement, including but not limited to the Trustee’s operating requirements and cash availability information, (B) actions omitted to be taken by the Advisor pursuant to instructions or directions provided by the Trustee and/or (C) valuation of the assets held in the Subaccount, computation of unit values for the Subaccount by the Trustee, or performance data and other financial information provided by the Trustee to Subaccount participants except to the extent that (i) the Advisor has incorrectly reported or failed to report securities transactions in the Subaccount to the Trustee as provided in this Agreement and (ii) any error in such valuation or computation is due to prices or other information provided by the Advisor.
Indemnification of Advisor. To the extent permitted by applicable law, the Trustee agrees to indemnify and hold harmless the Advisor for losses, damages or expenses directly resulting from (A) actions taken by the Advisor in reliance on information provided by the Trustee to the Advisor in accordance with this Agreement, including but not limited to the Trustee’s operating requirements and cash availability information, (B) actions omitted to be taken by the Advisor pursuant to instructions or directions provided by the Trustee (C) any violation of U.S. federal or state securities laws with respect to the offering or registration, or lack thereof, of the Subaccount, and/or (D) valuation of the assets held in the Subaccount, computation of unit values for the Subaccount by the Trustee, or performance data and other financial information provided by the Trustee to Subaccount participants except to the extent that the Advisor has incorrectly reported or failed to report securities transactions in the Subaccount to the Trustee as provided in this Agreement and to the extent that any error in such valuation or computation is due to prices or other information provided by the Advisor.
Indemnification of Advisor. The Company and the other members of the VWR Group hereby agree to jointly and severally indemnify and hold harmless the Advisor and its present and future officers, directors, affiliates, employees and agents (“Indemnified Parties”) from and against all losses, claims, liabilities, suits, costs, damages and expenses (including attorneys’ fees) arising from their performance of services hereunder. The Company and the other members of the VWR Group further agree to reimburse the Indemnified Parties on a monthly basis for any cost of defending any action or investigation (including attorneys’ fees and expenses), subject to an undertaking from such Indemnified Party to repay the Company if such party is determined not to be entitled to such indemnity. The provisions of this Section 9 shall survive the termination of this Agreement and remain binding and in effect.
Indemnification of Advisor. To the extent permitted by Applicable Law, the Trustee agrees to indemnify and hold harmless the Advisor for losses, damages or expenses arising out of or related to (A) actions taken by the Advisor in reliance on information provided by the Trustee to the Advisor in accordance with this Agreement, including but not limited to the Trustee’s operating requirements and cash availability information, (B) actions taken or omitted to be taken by the Advisor pursuant to, and in accordance with, instructions or directions provided by the Trustee and/or (C) valuation of the assets held in the Subaccount, computation of unit values for the Subaccount by the Trustee, or performance data and other financial information provided by the Trustee to Subaccount participants except to the extent that (i) the Advisor has incorrectly reported or failed to report securities transactions in the Subaccount to the Trustee as provided in this Agreement and (ii) any error in such valuation or computation is due to prices or other information provided by the Advisor.
