Common use of Indemnification of the Agent Clause in Contracts

Indemnification of the Agent. The Trust shall indemnify and hold you harmless from and against any and all losses, claims, damages, liabilities and expenses incurred by you and resulting from any claim, demand, action or suit (collectively, "Claims") brought against you and arising out of or in connection with the performance of your obligations hereunder, other than any Claim resulting from (i) the bad faith or negligence of you, your officers, employees or agents, or (ii) any breach of your obligation under this Agreement or applicable law by you, your officers, employees or agents, or (iii) any false or misleading statement contained in any communication by you to any Customer or prospective Customer not prepared by or expressly authorized by the Trust for your use. In any case in which the Trust may be asked to indemnify or hold you harmless, the Trust shall be advised of all pertinent facts concerning the situation in question and you shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Trust. The Trust shall have the option to defend you against any Claim which may be the subject of indemnification hereunder. In the event that the Trust elects to defend against such claim the defense shall be conducted by counsel chosen by the Trust and satisfactory to you. You may retain additional counsel at its expense. Except with the prior written consent of the Trust, you shall not confess any Claim or make any compromise in any case in which the Trust will be asked to indemnify you.

Indemnification of the Agent. The Trust Tamarack shall indemnify and hold you harmless from and against any and all losses, claims, damages, liabilities and expenses incurred by you and resulting from any claim, demand, action or suit (collectively, "“Claims"”) brought against you and arising out of or in connection with the performance of your obligations hereunder, other than any Claim resulting from (i) the bad faith faith, willful malfeasance or negligence of you, your officers, employees or agents, or (ii) any breach of your obligation under this Agreement or applicable law by you, your officers, employees or agents, or (iii) any false or misleading statement contained in any communication by you to any Customer or prospective Customer not prepared by or expressly authorized by the Trust Tamarack for your use. In any case in which the Trust Tamarack may be asked to indemnify or hold you harmless, the Trust Tamarack shall be advised of all pertinent facts concerning the situation in question and you shall use reasonable care to identify and notify the Trust Tamarack promptly concerning any situation which presents or appears likely to present a claim for indemnification against the TrustTamarack. The Trust Tamarack shall have the option to defend you against any Claim which may be the subject of indemnification hereunder. In the event that the Trust Tamarack elects to defend against such claim the defense shall be conducted by counsel chosen by the Trust Tamarack and satisfactory to you. You may retain additional counsel at its your expense. Except with the prior written consent of the TrustTamarack, you shall not confess any Claim or make any compromise in any case in which the Trust Tamarack will be asked to indemnify you.

Indemnification of the Agent. The Trust Fund shall indemnify and hold you harmless from and against any and all losses, claims, damages, liabilities and expenses incurred by you and resulting from any claim, demand, action or suit (collectively, "Claims") brought against you and arising out of or in connection with the performance of your obligations hereunder, other than any Claim resulting from (i) the bad faith or negligence of you, your officers, employees or agents, or (ii) any breach of your obligation under this Agreement or applicable law by you, your officers, employees or agents, or (iii) any false or misleading statement contained in any communication by you to any Customer or prospective Customer not prepared by or expressly authorized by the Trust Fund for your use. In any case in which the Trust Fund may be asked to indemnify or hold you harmless, the Trust Fund shall be advised of all pertinent facts concerning the situation in question and you shall use reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the TrustFund. The Trust Fund shall have the option to defend you against any Claim which may be the subject of indemnification hereunder. In the event that the Trust Fund elects to defend against such claim the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to you. You may retain additional counsel at its your expense. Except with the prior written consent of the TrustFund, you shall not confess any Claim or make any compromise in any case in which the Trust Fund will be asked to indemnify you.

Indemnification of the Agent. The Trust Fund shall indemnify and hold you harmless from and against any and all losses, claims, damages, liabilities and expenses incurred by you and resulting from any claim, demand, action or suit (collectively, "Claims") brought against you and arising out of or in connection with the performance of your obligations hereunder, other than any Claim resulting from (i) the bad faith or negligence of you, your officers, employees or agents, or (ii) any breach of your obligation under this Agreement or applicable law by you, your officers, employees or agents, or (iii) any false or misleading statement contained in any communication by you to any Customer Shareholder or prospective Customer Shareholder not prepared by or expressly authorized by the Trust Fund for your use. In any case in which the Trust Fund may be asked to indemnify or hold you harmless, the Trust Fund shall be advised of all pertinent facts concerning the situation in question and you shall use reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the TrustFund. The Trust Fund shall have the option to defend you against any Claim which may be the subject of indemnification hereunder. In the event that the Trust Fund elects to defend against such claim the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to you. You may retain additional counsel at its expense. Except with the prior written consent of the TrustFund, you shall not confess any Claim or make any compromise in any case in which the Trust Fund will be asked to indemnify you.

Indemnification of the Agent. The the Trust shall indemnify and hold you harmless from and against any and all losses, claims, damages, liabilities and expenses incurred by you and resulting from any claim, demand, action or suit (collectively, "“Claims"”) brought against you and arising out of or in connection with the performance of your obligations hereunder, other than any Claim resulting from (i) the bad faith faith, willful malfeasance or negligence of you, your officers, employees or agents, or (ii) any breach of your obligation under this Agreement or applicable law by you, your officers, employees or agents, or (iii) any false or misleading statement contained in any communication by you to any Customer or prospective Customer not prepared by or expressly authorized by the Trust for your use. In any case in which the Trust may be asked to indemnify or hold you harmless, the Trust shall be advised of all pertinent facts concerning the situation in question and you shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Trust. The Trust shall have the option to defend you against any Claim which may be the subject of indemnification hereunder. In the event that the Trust elects to defend against such claim the defense shall be conducted by counsel chosen by the Trust and satisfactory to you. You may retain additional counsel at its your expense. Except with the prior written consent of the Trust, you shall not confess any Claim or make any compromise in any case in which the Trust will be asked to indemnify you.