Common use of Indemnification of Sponsor Clause in Contracts

Indemnification of Sponsor. (a) The Trust (or, in furtherance of Sections 3.5 and 3.6 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate), whether or not any of the transactions contemplated hereby shall be consummated, shall assume liability for, and shall, solely from the applicable Trust Estate or Trust Estates as set forth in Sections 3.5 and 3.6 hereof, indemnify, protect, save and keep harmless, the Sponsor (in its capacity as sponsor and individually) and its Affiliates and their respective directors, officers, shareholders, partners, members, managers or employees (the “Sponsor Indemnified Parties”) from and against any and all Expenses which may be imposed on, incurred by or asserted against the Sponsor Indemnified Parties in any way relating to or arising out of or in connection with the formation, operation or termination of the Trust or such Fund, the execution, delivery and performance of this Trust Agreement or any other agreements with respect to the Trust or such Fund to which the Trust is a party or the action or inaction of the Sponsor hereunder or thereunder with respect to the Trust or such Fund, except for Expenses resulting from the gross negligence, bad faith or willful misconduct of any Sponsor Indemnified Party. Any such Expenses relating to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 hereof. The indemnities contained in this Section 5.9 shall survive the termination of this Trust Agreement, the resignation of the Sponsor, the dissolution or other cessation to exist of the Sponsor Indemnified Party, the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under the Bankruptcy Code by or against the Sponsor Indemnified Party. (b) Notwithstanding the provisions of Section 5.9(a) hereof, the Sponsor Indemnified Parties and any Person acting as broker-dealer for the Trust or any Fund shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) 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. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) The term “Sponsor Indemnified Party” as used only in this Section 5.9 shall include, in addition to the Sponsor, any other Person performing services on behalf of the Trust and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (e) In the event the Trust is made a party to any claim, dispute, demand or litigation or otherwise incurs any Expenses as a result of or in connection with any Shareholder’s (or assignee’s) duties, obligations, liabilities or responsibilities unrelated to Trust business, such Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust for all such Expenses incurred, including accountants’ fees. (f) The payment of any amount pursuant to this Section 5.9 shall be subject to Section 3.6 hereof with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds. (g) Expenses so incurred by any such Sponsor Indemnified Party (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Sponsor Indemnified Party to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such Expenses is not authorized under this Section 5.9.

Indemnification of Sponsor. (a) The Trust (orMarketing Agent agrees to indemnify, in furtherance of Sections 3.5 defend and 3.6 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate), whether or not any hold harmless each of the transactions contemplated hereby shall be consummated, shall assume liability for, and shall, solely from the applicable Trust Estate or Trust Estates as set forth in Sections 3.5 and 3.6 hereof, indemnify, protect, save and keep harmless, the Sponsor (in its capacity as sponsor and individually) and its Affiliates and their respective partners, stockholders, members, directors, officers, shareholdersemployees and any person who controls the Sponsor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, partnersand the successors and assigns of all of the foregoing persons, members, managers or employees (the “Sponsor Indemnified Parties”) from and against any and all Expenses loss, damage, expense, liability or claim (including the reasonable cost of investigation) which may be imposed on, incurred by or asserted against the Sponsor Indemnified Parties in any way relating to such person may incur under the 1933 Act, the 1934 Act, the common law or arising otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of the Marketing Agent to the Sponsor expressly for use in the Registration Statement (or in the Registration Statement as amended or supplemented by any post-effective amendment thereof) or in a Prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with the formation, operation or termination of the Trust such information required to be stated in such Registration Statement or such Fund, the execution, delivery and performance of this Trust Agreement Prospectus or any other agreements with respect necessary to the Trust or make such Fund to which the Trust is a party or the action or inaction of the Sponsor hereunder or thereunder with respect to the Trust or such Fund, except for Expenses resulting from the gross negligence, bad faith or willful misconduct of any Sponsor Indemnified Party. Any such Expenses relating to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 hereof. The indemnities contained in this Section 5.9 shall survive the termination of this Trust Agreement, the resignation of the Sponsor, the dissolution or other cessation to exist of the Sponsor Indemnified Party, the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under the Bankruptcy Code by or against the Sponsor Indemnified Partyinformation not misleading. (b) Notwithstanding If any Proceeding is brought against the provisions Sponsor or any person referred to in Article 10.2(a) in respect of Section 5.9(a) hereofwhich indemnity may be sought against the Marketing Agent pursuant to the foregoing paragraph, the Sponsor Indemnified Parties or such person shall promptly notify the Marketing Agent in writing of the institution of such Proceeding and the Marketing Agent shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Marketing Agent shall not relieve the Marketing Agent from any Person acting as broker-dealer for liability which the Trust Marketing Agent may have to the Sponsor or any Fund such person or otherwise. The Sponsor or such person shall have the right to employ their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sponsor or such person unless the employment of such counsel shall have been authorized in writing by the Marketing Agent in connection with the defense of such Proceeding or the Marketing Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to defend such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Marketing Agent (in which case the Marketing Agent shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Marketing Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Marketing Agent), in any of which events such fees and expenses shall be borne by the Marketing Agent and paid as incurred (it being understood, however, that the Marketing Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Marketing Agent shall not be liable for any lossessettlement of any such Proceeding effected without the written consent of the Marketing Agent but if settled with the written consent of the Marketing Agent, liabilities the Marketing Agent agrees to indemnify and hold harmless the Sponsor and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses arising from or out of an alleged violation counsel as contemplated by the second sentence of U.S. federal or state securities laws unless this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) there has been a successful adjudication on such settlement is entered into more than 60 Business Days after receipt by such indemnifying party of the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs)aforesaid request, (ii) such claims indemnifying party shall not have been dismissed reimbursed the indemnified party in accordance with prejudice on the merits by a court of competent jurisdiction as such request prior to the particular indemnitee and the court approves the indemnification date of such expenses (including, without limitation, litigation costs) or settlement and (iii) a court such indemnified party shall have given the indemnifying party at least 30 Business Days’ prior notice of competent jurisdiction approves a its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification pending or threatened Proceeding in respect of which any indemnified party is herein prohibited. (d) The term “Sponsor Indemnified Party” as used only in this Section 5.9 shall include, in addition to the Sponsor, any other Person performing services on behalf of the Trust and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (e) In the event the Trust is made or could have been a party to any claimand indemnity could have been sought hereunder by such indemnified party, dispute, demand or litigation or otherwise incurs any Expenses as a result of or in connection with any Shareholder’s (or assignee’s) duties, obligations, liabilities or responsibilities unrelated to Trust business, unless such Shareholder (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust for all such Expenses incurred, including accountants’ fees. (f) The payment of any amount pursuant to this Section 5.9 shall be subject to Section 3.6 hereof with respect to the allocation of liabilities and other amounts, as appropriate, among the Funds. (g) Expenses so incurred by any such Sponsor Indemnified Party (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of settlement includes an undertaking by or on behalf unconditional release of such Sponsor Indemnified Party to repay amounts so paid to indemnified party from all liability on claims that are the Trust if it is ultimately determined that indemnification subject matter of such Expenses is not authorized under this Section 5.9Proceeding.

Indemnification of Sponsor. (a) The Trust (or, in furtherance of Sections 3.5 and on Section 3.6 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate)) shall indemnify and hold harmless to the fullest extent permitted by law the Sponsor and its Affiliates, successors, assigns, legal representatives, officers, directors, employees, agents and servants (each a “Sponsor Indemnified Party”) against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments or settlements, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Sponsor Indemnified Party, 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, in which such Sponsor Indemnified Party may be or may have been involved as a party or otherwise or with which such Sponsor Indemnified Party may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Sponsor Indemnified Party or by reason of his or her being or having been such a Sponsor Indemnified Party except with respect to any matter as to which such Sponsor Indemnified Party shall have been finally adjudicated in any such action, suit or other proceeding not any to have acted in good faith in the reasonable belief that such Sponsor Indemnified Party’s action was in the best interests of the transactions contemplated hereby Trust and except that no Sponsor Indemnified Party shall be consummated, shall assume indemnified against any liability forto the Trust or its Shareholders by reason of willful misconduct or gross negligence of such Sponsor Indemnified Party, and shall, solely provided further that any such indemnification will only be recoverable from the applicable Trust Estate or Trust Estates as set forth in Sections 3.5 Estates. All rights to indemnification permitted herein and 3.6 hereof, indemnify, protect, save and keep harmless, the Sponsor (in its capacity as sponsor and individually) and its Affiliates and their respective directors, officers, shareholders, partners, members, managers or employees (the “Sponsor Indemnified Parties”) from and against any and all Expenses which may payment of associated expenses shall not be imposed on, incurred affected by or asserted against the Sponsor Indemnified Parties in any way relating to or arising out of or in connection with the formation, operation or termination of the Trust or such Fund, the execution, delivery and performance of this Trust Agreement or any other agreements with respect to the Trust or such Fund to which the Trust is a party or the action or inaction of the Sponsor hereunder or thereunder with respect to the Trust or such Fund, except for Expenses resulting from the gross negligence, bad faith or willful misconduct of any Sponsor Indemnified Party. Any such Expenses relating to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 hereof. The indemnities contained in this Section 5.9 shall survive the termination of this Trust Agreement, the resignation of the Sponsor, the dissolution or other cessation to exist of the Sponsor Indemnified Party, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor Indemnified Party. (b) Notwithstanding the provisions of Section 5.9(a4.10(a) hereofabove, the Sponsor Indemnified Parties Party and any Person acting as broker-dealer for the Trust or any Fund shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) 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. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) The term “Sponsor Indemnified Party” as used only in this Section 5.9 4.10 shall include, in addition to the Sponsor, any other Person Sponsor Indemnified Party performing services on behalf of the Trust and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (e) In the event the Trust is made a party to any claim, dispute, demand or litigation or otherwise incurs any Expenses loss, liability, damage, cost or expense as a result of or in connection with any ShareholderLimited Owner’s (or assignee’s) duties, obligations, obligations or liabilities or responsibilities unrelated to Trust business, such Shareholder Limited Owner (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust for all such Expenses loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (f) The payment of any amount pursuant to this Section 5.9 4.10 shall be subject to Section 3.6 hereof with respect to the allocation of liabilities and other amountsamount, as appropriate, among the Funds. (g) Expenses Expenses, including counsel fees, so incurred by any such Sponsor Indemnified Party (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Sponsor Indemnified Party to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such Expenses expenses is not authorized under this Section 5.94.10.

Indemnification of Sponsor. (a) The Trust (or, in furtherance of Sections 3.5 and 3.6 on Section 3.7 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate)) shall indemnify and hold harmless to the fullest extent permitted by law the Sponsor and its Affiliates, successors, assigns, legal representatives, officers, directors, employees, agents and servants (each a “Sponsor Indemnified Party”) against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments or settlements, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Sponsor Indemnified Party, 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, in which such Sponsor Indemnified Party may be or may have been involved as a party or otherwise or with which such Sponsor Indemnified Party may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Sponsor Indemnified Party or by reason of his or her being or having been such a Sponsor Indemnified Party except with respect to any matter as to which such Sponsor Indemnified Party shall have been finally adjudicated in any such action, suit or other proceeding not any to have acted in good faith in the reasonable belief that such Sponsor Indemnified Party’s action was in the best interests of the transactions contemplated hereby Trust and except that no Sponsor Indemnified Party shall be consummated, shall assume indemnified against any liability forto the Trust or its Shareholders by reason of willful misconduct or gross negligence of such Sponsor Indemnified Party, and shall, solely provided further that any such indemnification will only be recoverable from the applicable Trust Estate or Trust Estates as set forth in Sections 3.5 Estates. All rights to indemnification permitted herein and 3.6 hereof, indemnify, protect, save and keep harmless, the Sponsor (in its capacity as sponsor and individually) and its Affiliates and their respective directors, officers, shareholders, partners, members, managers or employees (the “Sponsor Indemnified Parties”) from and against any and all Expenses which may payment of associated expenses shall not be imposed on, incurred affected by or asserted against the Sponsor Indemnified Parties in any way relating to or arising out of or in connection with the formation, operation or termination of the Trust or such Fund, the execution, delivery and performance of this Trust Agreement or any other agreements with respect to the Trust or such Fund to which the Trust is a party or the action or inaction of the Sponsor hereunder or thereunder with respect to the Trust or such Fund, except for Expenses resulting from the gross negligence, bad faith or willful misconduct of any Sponsor Indemnified Party. Any such Expenses relating to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 hereof. The indemnities contained in this Section 5.9 shall survive the termination of this Trust Agreement, the resignation of the Sponsor, the dissolution or other cessation to exist of the Sponsor Indemnified Party, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor Indemnified Party. (b) Notwithstanding the provisions of Section 5.9(a4.10(a) hereofabove, the Sponsor Indemnified Parties Party and any Person acting as broker-dealer for the Trust or any Fund shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs) 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. (c) The Trust and the Funds shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited. (d) The term “Sponsor Indemnified Party” as used only in this Section 5.9 4.10 shall include, in addition to the Sponsor, any other Person Sponsor Indemnified Party performing services on behalf of the Trust and acting within the scope of the Sponsor’s authority as set forth in this Trust Agreement. (e) In the event the Trust is made a party to any claim, dispute, demand or litigation or otherwise incurs any Expenses loss, liability, damage, cost or expense as a result of or in connection with any ShareholderLimited Owner’s (or assignee’s) duties, obligations, obligations or liabilities or responsibilities unrelated to Trust business, such Shareholder Limited Owner (or assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Trust for all such Expenses loss, liability, damage, cost and expense incurred, including attorneys’ and accountants’ fees. (f) The payment of any amount pursuant to this Section 5.9 4.10 shall be subject to Section 3.6 3.7 hereof with respect to the allocation of liabilities and other amountsamount, as appropriate, among the Funds. (g) Expenses Expenses, including counsel fees, so incurred by any such Sponsor Indemnified Party (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Sponsor Indemnified Party to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such Expenses expenses is not authorized under this Section 5.94.10.