Common use of Indemnification of Fund Clause in Contracts

Indemnification of Fund. The Distributor agrees to indemnify the Company and the Fund against any and all litigation and other legal proceedings of any kind or nature and against any liability, judgment, cost or penalty imposed as a result of such litigation or proceedings in any way arising out of or in connection with the sale or distribution of the Shares of the Fund by the Distributor. In the event of the threat or institution of any such litigation or legal proceedings against the Company or the Fund, the Distributor shall defend such action on behalf of the Company and the Fund at its own expense, and shall pay any such liability, judgment, cost or penalty resulting therefrom, whether imposed by legal authority or agreed upon by way of compromise and settlement; provided, however, that the Distributor shall not be required to pay or reimburse the Company or the Fund for any liability, judgment, cost or penalty incurred as a result of an omission to supply information by the Company or the Fund to the Distributor, or to the Distributor by a director, officer or employee of the Company who is not an Interested Person of the Distributor (as defined in Section 2(a)(19) of the 1940 Act and the rules, regulations and releases relating thereto), unless the information so supplied or omitted was available to the Distributor or the Fund's investment adviser without recourse to the Company or the Fund or any such Interested Person of the Company or the Fund.

Indemnification of Fund. The Distributor agrees to indemnify the Company and the Fund against any and all litigation and other legal proceedings of any kind or nature and against any liability, judgment, cost or penalty imposed as a result of such litigation or proceedings in any way arising out of or in connection with the sale or distribution of the Shares of the Fund by the Distributor. In the event of the threat or institution of any such litigation or legal proceedings against the Company or the Fund, the Distributor shall defend such action on behalf of the Company and the Fund at its own expense, and shall pay any such liability, judgment, cost or penalty resulting therefrom, whether imposed by legal authority or agreed upon by way of compromise and settlement; providedPROVIDED, howeverHOWEVER, that the Distributor shall not be required to pay or reimburse the Company or the Fund for any liability, judgment, cost or penalty incurred as a result of an omission to supply information by the Company or the Fund to the Distributor, or to the Distributor by a director, officer or employee of the Company who is not an Interested Person of the Distributor (as defined in Section 2(a)(19) of the 1940 Act and the rules, regulations and releases relating theretoInvestment Company Act), unless the information so supplied or omitted was available to the Distributor or the Fund's investment adviser without recourse to the Company or the Fund or any such Interested Person of the Company or the Fund.