Common use of Indemnification of Corporation Clause in Contracts

Indemnification of Corporation. The Distributor covenants and agrees that it will indemnify and hold harmless the Corporation and each of its directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports, sales material or other information filed or made public by the Corporation (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Corporation by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Corporation or any other person indemnified to be deemed to protect the Corporation or any other person against any liability to which the Corporation or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this Article 11 with respect to any claim made against the Corporation or the Fund or any person indemnified unless the Corporation, Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Corporation, Fund or upon any person (or after the Corporation, Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Corporation, Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Corporation promptly of the commencement of any litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Fund’s Shares.

Indemnification of Corporation. The Distributor covenants and agrees that it Subject to the provisions of this Section 4.9, the Purchaser will indemnify and hold the Corporation, its Affiliates and their respective directors, officers, shareholders, partners, employees and agents (each, a “Corporation Party”) harmless the Corporation from any and each of its directors and officers and each personall losses, if anyliabilities, who controls the Fund within the meaning of Section 15 of the 1933 Actobligations, against any lossclaims, liabilitycontingencies, damages, claim or expense (costs and expenses, including the reasonable cost of investigating or defending any alleged lossall judgments, liabilityamounts paid in settlements, damages, claim or expense court costs and reasonable counsel attorneys’ fees incurred and costs of investigation that any such Corporation Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Purchaser in connection therewith) this Agreement or in the other Transaction Documents (unless such action is based upon a breach of the 1933 Act Corporation’s representation, warranties or covenants under the Transaction Documents or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports, sales material or other information filed or made public conduct by the Corporation (as from time to time amended) included an untrue statement of a material fact Party which constitutes fraud, gross negligence or omitted to state a material fact required to wilful misconduct). If any action shall be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Corporation by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Corporation or any other person indemnified to be deemed to protect the Corporation or any other person brought against any liability Corporation Party in respect of which indemnity may be sought pursuant to which the Corporation or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is such Corporation Party shall promptly notify the Distributor to be liable under its indemnity agreement contained Purchaser in this Article 11 with respect to any claim made against writing, and the Corporation or the Fund or any person indemnified unless the Corporation, Fund or person, as the case may be, Purchaser shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Corporation, Fund or upon any person (or after the Corporation, Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Corporation, Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, right to assume the defense defence thereof with counsel of its own choosing. Any Corporation Party shall have the right to employ separate counsel in any suit brought to enforce such action and participate in the claimdefence thereof, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional such counsel retained shall be at the expense of such Corporation Party except to the extent that: (i) the employment thereof has been specifically authorized by them. If the Distributor does not elect Purchaser in writing; (ii) the Purchaser has failed after a reasonable period of time to assume the defense of any suitsuch defence and to employ counsel; or (iii) in such action there is, it will reimburse the indemnified defendants in the suit for reasonable opinion of such separate counsel, a material conflict on any material issue between the reasonable fees position of the Purchaser and expenses the position of any counsel retained by themsuch Corporation Party. The Distributor agrees Purchaser will not be liable to notify any Corporation Party under this Agreement: (i) for any settlement by a Corporation Party effected without the Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made shall determine that such Corporation promptly Party breached, defaulted under or failed to comply with any material representation, warranty, term, condition or covenant of the commencement of any litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Fund’s Sharesthis Agreement.

Indemnification of Corporation. The Distributor covenants and agrees that it will shall indemnify and hold harmless the Corporation and each of its directors and officers present or former Directors, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund Corporation within the meaning of Section 15 of the 1933 Act, against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost costs of investigating or defending any alleged loss, liability, damagesdamage, claim or expense and reasonable legal counsel fees incurred in connection therewith) to which the Corporation or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon the 1933 Act any willful misfeasance, bad faith, negligence, gross negligence or any other statute or common law reckless disregard of its duties and arising obligations under this Agreement by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its the Distributor's directors, officers, employees or alleging that the registration statementrepresentatives, prospectusor (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Prospectus, shareholder reports, sales material report or other information covering Shares filed or made public by the Corporation (as from time to time amended) included an untrue statement of a material fact Corporation, or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the if such statement or omission was made in reliance upon and in conformity with information furnished to the Corporation by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Corporation Corporation, or any other person indemnified hereunder, to be deemed to protect the Corporation or any such other indemnified person against any liability to which the Corporation or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, negligence, or gross negligence in the performance of its the Corporation's or such other person's duties or by reason of its reckless disregard of its the Corporation's or such other person's obligations and duties under this AgreementAgreement (as determined by a final judgement on the merits by a court of competent jurisdiction or, in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the indemnified person did not engage in such conduct by a vote of a majority of a quorum of the Directors who are neither "interested persons" of the Corporation as defined in the 1940 Act nor parties to the proceeding, or an independent legal counsel in a written opinion) or (ii) is the Distributor to be liable under its indemnity agreement contained in this Article 11 paragraph with respect to any claim made against the Corporation or the Fund or any other person indemnified unless the Corporation, Fund Corporation or such other person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Corporation, Fund Corporation or upon any such other person (or after the Corporation, Fund Corporation or such other person shall have received notice of such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Corporation, Fund Corporation or any other person against whom the such action is brought (i) if any such failure did not result in any prejudice to the Distributor, or (ii) otherwise than on account of its the Distributor's indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the defense defense, of any suit brought to enforce the any such claim, but if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and reasonably satisfactory to the Corporation and to the other persons indemnified as defendant or defendants whose approval shall not be unreasonably withheldin the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Corporation and the other persons indemnified as defendant or defendants in the suit shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it will the Distributor shall reimburse the Corporation and the other persons indemnified hereunder as defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to shall promptly notify the Corporation promptly of the commencement of any litigation or other proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Fund’s Shares.

Indemnification of Corporation. The Distributor covenants and agrees that it will to indemnify and hold harmless the Corporation and each of its directors and officers present or former Directors, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund Corporation within the meaning of Section 15 of the 1933 Act, Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost costs of investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Corporation or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributor's directors, officers, employees or alleging that the registration statementrepresentatives, prospectusor (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Prospectus, shareholder reports, sales material report or other information covering Shares filed or made public by the Corporation (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Corporation by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Corporation Corporation, or any other person indemnified indemnified, to be deemed to protect the Corporation or any other such indemnified person against any liability to which the Corporation or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its the Corporation's or such person's duties or by reason of its reckless disregard of its the Corporation's or such person's obligations and duties under this Agreement, Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this Article 11 Paragraph with respect to any claim made against the Corporation or the Fund or any person indemnified unless the Corporation, Fund Corporation or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Corporation, Fund Corporation or upon any such person (or after the Corporation, Fund Corporation or such person shall have received notice of such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Corporation, Fund Corporation or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Corporation, and to the persons indemnified defendants whose approval shall not be unreasonably withheldas defendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Corporation, and the persons indemnified as defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the Corporation and the persons indemnified defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Corporation promptly of the commencement of any litigation or of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Fund’s Shares.

Indemnification of Corporation. The Distributor covenants and agrees that it will to indemnify and hold harmless the Corporation and each of its directors and officers present or former directors, officers, employees, representatives and each person, if any, who controls or previously controlled the Fund Corporation within the meaning of Section 15 of the 1933 Act, Act against any lossand all losses, liabilityliabilities, damages, claim claims or expense expenses (including the reasonable cost costs of investigating or defending any alleged loss, liability, damagesdamage, claim claims or expense and reasonable legal counsel fees incurred in connection therewith) to which the Corporation or any such person may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of by the Distributor or any of its the Distributor's directors, officers, employees or alleging that the registration statementrepresentatives, prospectusor (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Prospectus, shareholder reports, sales material report or other information covering Shares filed or made public by the Corporation (as from time to time amended) included an untrue statement of a material fact or omitted any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as the misleading if such statement or omission was made in reliance upon and in conformity with information furnished to the Corporation by or on behalf of the Distributor. In no case (i) is the Distributor's indemnity of the Distributor in favor of the Corporation Corporation, or any other person indemnified to be deemed to protect the Corporation or any other such indemnified person against any liability to which the Corporation or such other person would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence in the performance of its the Corporation's or such person's duties or by reason of its reckless disregard of its the Corporation's or such person's obligations and duties under this Agreement, Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this Article 11 Paragraph with respect to any claim made against the Corporation or the Fund or any person indemnified unless the Corporation, Fund Corporation or such person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Corporation, Fund Corporation or upon any such person (or after the Corporation, Fund Corporation or such person shall have received notice of such service on any designated agent). However, failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it the Distributor may have to the Corporation, Fund Corporation or any person against whom the such action is brought otherwise than on account of its the Distributor's indemnity agreement contained in this paragraphParagraph. The Distributor shall be entitled to participate, at its own expense, in the defense defense, or, if it the Distributor so elects, to assume the defense of any suit brought to enforce the any such claim, but but, if the Distributor elects to assume the defense, the such defense shall be conducted by legal counsel chosen by the Distributor and satisfactory to the Corporation, and to the persons indemnified defendants whose approval shall not be unreasonably withheldas defendant or defendants, in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such legal counsel, the Corporation, and the persons indemnified as defendant or defendants in the suit suit, shall bear the fees and expenses of any additional legal counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it the Distributor will reimburse the Corporation and the persons indemnified defendant or defendants in the such suit for the reasonable fees and expenses of any legal counsel retained by them. The Distributor agrees to promptly notify the Corporation promptly of the commencement of any litigation or of proceedings against it or any of its officers officers, employees or representatives in connection with the issue and or sale of any of the Fund’s Shares.

Indemnification of Corporation. The Distributor covenants and agrees that it Subject to the provisions of this Section 4.8, the Purchaser will indemnify and hold the Corporation, its Affiliates and their respective directors, officers, shareholders, partners, employees and agents (each, a “Corporation Party”) harmless the Corporation from any and each of its directors and officers and each personall losses, if anyliabilities, who controls the Fund within the meaning of Section 15 of the 1933 Actobligations, against any lossclaims, liabilitycontingencies, damages, claim or expense (costs and expenses, including the reasonable cost of investigating or defending any alleged lossall judgments, liabilityamounts paid in settlements, damages, claim or expense court costs and reasonable counsel attorneys’ fees incurred and costs of investigation that any such Corporation Party may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Purchaser in connection therewith) this Agreement or in the other Transaction Documents (unless such action is based upon a breach of the 1933 Act Corporation’s representation, warranties or covenants under the Transaction Documents or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports, sales material or other information filed or made public conduct by the Corporation (as from time to time amended) included an untrue statement of a material fact which constitutes fraud, gross negligence or omitted to state a material fact required to wilful misconduct). If any action shall be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Corporation by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Corporation or any other person indemnified to be deemed to protect the Corporation or any other person brought against any liability Corporation Party in respect of which indemnity may be sought pursuant to which the Corporation or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is such Corporation Party shall promptly notify the Distributor to be liable under its indemnity agreement contained Purchaser in this Article 11 with respect to any claim made against writing, and the Corporation or the Fund or any person indemnified unless the Corporation, Fund or person, as the case may be, Purchaser shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Corporation, Fund or upon any person (or after the Corporation, Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Corporation, Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, right to assume the defense defence thereof with counsel of its own choosing. Any Corporation Party shall have the right to employ separate counsel in any suit brought to enforce such action and participate in the claimdefence thereof, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional such counsel retained shall be at the expense of such Corporation Party except to the extent that: (i) the employment thereof has been specifically authorized by them. If the Distributor does not elect Purchaser in writing; (ii) the Purchaser has failed after a reasonable period of time to assume the defense of any suitsuch defence and to employ counsel; or (iii) in such action there is, it will reimburse the indemnified defendants in the suit for reasonable opinion of such separate counsel, a material conflict on any material issue between the reasonable fees position of the Purchaser and expenses the position of any counsel retained by themsuch Corporation Party. The Distributor agrees Purchaser will not be liable to notify any Corporation Party under this Agreement: (i) for any settlement by a Corporation Party effected without the Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made shall determine that such Corporation promptly Party breached, defaulted under or failed to comply with any material representation, warranty, term, condition or covenant of the commencement of any litigation or proceedings against it or any of its officers in connection with the issue and sale of any of the Fund’s Sharesthis Agreement.