INDEMNIFICATION OF AFD BY THE TRUST Sample Clauses

INDEMNIFICATION OF AFD BY THE TRUST. (a) The Trust authorizes AFD and any dealers with whom AFD has entered into dealer agreements to use the latest Prospectus in the form furnished by the Trust in connection with the sale of Shares. The Trust agrees to indemnify, defend and hold AFD, its several officers and directors, and any person who controls AFD within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which AFD, its officers and directors, or any such controlling persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising out of or based upon:
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INDEMNIFICATION OF AFD BY THE TRUST. 8. INDEMNIFICATION OF THE TRUST BY AFD 9. NOTIFICATION BY THE TRUST 10. COMPENSATION AND EXPENSES 11. SELECTED DEALER AND SELECTED AGENT AGREEMENTS 12. CONFIDENTIALITY 13. EFFECTIVENESS AND DURATION 14. DISASTER RECOVERY 15. DEFINITIONS 16. MISCELLANEOUS Schedule A Schedule B-1 Schedule B-2 Schedule B-3 Schedule C UNDERWRITING AGREEMENT AGREEMENT made this 2nd day of August 2005, by and between NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust, having its principal office and place of business at 000 Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Trust”), and AQUARIUS FUND DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 0000 Xxxxx 000xx Xxxxxx, Xxxxx, Xxxxxxxx 00000 (“AFD”).
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INDEMNIFICATION OF AFD BY THE TRUST. 8. INDEMNIFICATION OF THE TRUST BY AFD 9. NOTIFICATION BY THE TRUST 10. COMPENSATION AND EXPENSES 11. SELECTED DEALER AND SELECTED AGENT AGREEMENTS 12. CONFIDENTIALITY 13. EFFECTIVENESS AND DURATION 14. DISASTER RECOVERY 15. DEFINITIONS 16. MISCELLANEOUS Schedule A Schedule B UNDERWRITING AGREEMENT AGREEMENT made this ____ day of ________________ 2005, by and between YIELDQUEST FUNDS TRUST, a Delaware business trust, having its principal office and place of business at 0000 Xxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (the “Trust”), and AQUARIUS FUND DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 0000 Xxxxx 000xx Xxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000 (“AFD”).
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INDEMNIFICATION OF AFD BY THE TRUST. (a) The Trust agrees to indemnify, defend and hold AFD, its several officers and directors, and any person who controls AFD within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which AFD, its officers and directors, or any such controlling persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising out of or based upon:
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INDEMNIFICATION OF AFD BY THE TRUST. 9. INDEMNIFICATION OF THE TRUST BY AFD 10. NOTIFICATION BY THE TRUST 11. FEES AND EXPENSES 12. SELECTED DEALER AND SELECTED AGENT AGREEMENTS 13. CONFIDENTIALITY 14. EFFECTIVENESS AND DURATION 15. DISASTER RECOVERY 16. MISCELLANEOUS SCHEDULE A – FUNDS TO BE SERVICED SCHEDULE B – FEES AND EXPENSES UNDERWRITING AGREEMENT AGREEMENT made this 12th day of September 2003, by and between NEW RIVER FUNDS, a Delaware statutory trust, having its principal office and place of business at 0000 Xxxxxx Xxxxxx, Radford, Virginia 24141 (the “Trust”), and AQUARIUS FUND DISTRIBUTORS, INC., a Nebraska corporation having its principal office and place of business at 0000 Xxxxx 000xx Xxxxxx, Xxxxx, Xxxxxxxx 00000 (“AFD”).
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INDEMNIFICATION OF AFD BY THE TRUST. 8. INDEMNIFICATION OF THE TRUST BY AFD 9. NOTIFICATION BY THE TRUST 10. COMPENSATION AND EXPENSES 11. SELECTED DEALER AND SELECTED AGENT AGREEMENTS 12. CONFIDENTIALITY 13. EFFECTIVENESS AND DURATION 14. DISASTER RECOVERY 15. DEFINITIONS 16. MISCELLANEOUS Schedule A Schedule B UNDERWRITING AGREEMENT AGREEMENT made this 22nd day of June 2004, by and between ROGÉ PARTNERS FUNDS, a Delaware business trust, having its principal office and place of business at 000 Xxxxxxx Xxxxxx, Suite 103, Bohemia, New York 11716 (the “Trust”), and AQUARIUS FUND DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 0000 Xxxxx 000xx Xxxxxx, Xxxxx, Xxxxxxxx 00000 (“AFD”).
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INDEMNIFICATION OF AFD BY THE TRUST. 8. INDEMNIFICATION OF THE TRUST BY AFD 9. NOTIFICATION BY THE TRUST 10. COMPENSATION AND EXPENSES 11. SELECTED DEALER AND SELECTED AGENT AGREEMENTS 12. CONFIDENTIALITY 13. EFFECTIVENESS AND DURATION 14. DISASTER RECOVERY 15. DEFINITIONS 16. MISCELLANEOUS Schedule A Schedule B Fee Schedule Service Fees Out-of-Pocket Expenses SUB-DISTRIBUTION AGREEMENT AGREEMENT made this ____ day of ________________ 200 5 , by and among NORTHERN LIGHTS FUND TRUST , a Delaware statutory trust , having its principal office and place of business at 000 Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000 (the “Trust”), on behalf of the Abacus Value Fund (the “Fund”); Abacus International Capital Corp., a New York corporation having its principal office and place of business at 0 Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“AICC”); and AQUARIUS FUND DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 0000 Xxxxx 0 0 0xx Xxxxxx, Xxxxx, Xxxxxxxx 681 114 (“AFD”).
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INDEMNIFICATION OF AFD BY THE TRUST. (a) The Trust authorizes AFD and AICC and any dealers with whom A ICC has entered into dealer agreements to use the latest Prospectus in the form furnished by the Trust in connection with the sale of Shares. The Trust agrees to indemnify, defend and hold AFD and AICC , its several officers and directors, and any person who controls AFD and AICC within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which AFD and AICC , its officers and directors, or any such controlling persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising out of or based upon:
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Related to INDEMNIFICATION OF AFD BY THE TRUST

  • INDEMNIFICATION OF NLD BY THE TRUST (a) The Trust authorizes NLD and any dealers with whom NLD has entered into dealer agreements to use the latest Prospectus in the form furnished by the Trust in connection with the sale of Shares. The Trust agrees to indemnify, defend and hold NLD, its several officers and managers, and any person who controls NLD within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which NLD, its officers and managers, or any such controlling persons, may incur under the Securities Act, the 1940 Act, or common law or otherwise, arising out of or based upon:

  • Indemnification by the Trust 7.3.1 The Trust agrees to indemnify and hold harmless you, and each of your directors and officers and each person, if any, who controls you within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust, which consent shall not be unreasonably withheld) 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 result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Trust, and arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust; as limited by and in accordance with the provisions of Sections 7.3.2 and 7.3.3 hereof. It is understood and expressly stipulated that neither the holders of shares of the Trust nor any Trustee, officer, agent or employee of the Trust shall be personally liable hereunder, nor shall any resort be had to other private property for the satisfaction of any claim or obligation hereunder, but the Trust only shall be liable.

  • Indemnification of Servicer The Master Servicer hereby agrees to indemnify and hold harmless the Servicer, any Subservicer appointed by it, any of their respective directors, officers, employees or agents, or its delegees for any action taken by the Servicer, any Subservicer or any of their respective directors, officers, employees or agents, or its delegees or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that the Servicer, any Subservicer or any of their respective directors, officers, employees or agents, or its delegees are not protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of his or its duties or by reason of reckless disregard of his or its obligations and duties under this Agreement.

  • Indemnification By the Fund 8.3(a). The Fund 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 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) 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 result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Fund and:

  • Payment of Expenses by the Trust The Trustees are authorized to pay or cause to be paid out of the principal or income of the Trust, or partly out of the principal and partly out of income, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection with the management thereof, including the Trustees’ compensation and such expenses and charges for the services of the Trust’s officers, employees, investment adviser or Manager, Principal Underwriter, auditors, counsel, custodian, transfer agent, shareholder servicing agent, and such other agents or independent contractors and such other expenses and charges as the Trustees may, in their sole discretion, deem necessary or proper to incur, which expenses, fees, charges, taxes and liabilities shall be allocated in accordance with Section 3.6 hereof.

  • Indemnification of the Trustee Each Lessee agrees to indemnify and hold harmless the Trustee and the Trustee’s officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Indemnified Person’s gross negligence or willful misconduct. Any such indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the limitations hereof. The indemnification provided for in this Section 15.2 shall be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

  • Indemnification of Agent Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement and the resignation of Agent.

  • Indemnification of the Trust GFS shall indemnify and hold the Trust and each applicable Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to GFS’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by GFS contained in this Agreement or which arise out of GFS’s lack of good faith, gross negligence, willful misconduct or reckless disregard of its duties with respect to GFS’s performance under or in connection with this Agreement.

  • Indemnification by the Manager The Trust shall not be responsible for, and the Manager shall indemnify and hold the Trust or any Fund harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties on the part of the Manager or any of its officers, directors, employees or agents.

  • Expenses Borne by the Trust The Trust assumes and shall pay all expenses incidental to its organization, operations and business not specifically assumed or agreed to be paid by JCM pursuant to Sections 3 and 6 hereof, including, but not limited to, investment adviser fees; any compensation, fees, or reimbursements which the Trust pays to its Trustees who are not “interested persons,” as defined in the 1940 Act, of JCM; compensation and related expenses of the Chief Compliance Officer of the Trust and compliance staff, as authorized from time to time by the Trustees of the Trust; compensation (and any out-of-pocket expenses as may be agreed upon) of the Fund’s custodian, transfer agent, administrator, fund accounting agent, registrar and dividend disbursing agent; legal, accounting, audit and printing expenses; administrative, clerical, recordkeeping and bookkeeping expenses; brokerage commissions and all other expenses in connection with execution of portfolio transactions (including any appropriate commissions paid to JCM, its affiliates, or other Fund service providers, for effecting exchange listed, over-the-counter or other securities transactions); interest; all federal, state and local taxes (including stamp, excise, income and franchise taxes); costs of stock certificates and expenses of delivering such certificates to purchasers thereof; expenses of local representation in Massachusetts; expenses of shareholders’ meetings and of preparing, printing and distributing proxy statements, notices, and reports to shareholders; expenses of preparing and filing reports and tax returns with federal and state regulatory authorities; all expenses incurred in complying with all federal and state laws and the laws of any foreign country applicable to the issue, offer, or sale of shares of the Fund, including, but not limited to, all costs involved in the registration or qualification of shares of the Fund for sale in any jurisdiction, the costs of portfolio pricing services and compliance systems, and all costs involved in preparing, printing and mailing prospectuses and statements of additional information to Fund shareholders; and all fees, dues and other expenses incurred by the Trust in connection with the membership of the Trust in any trade association or other investment company organization.

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