Common use of Indemnification of the Corporation Clause in Contracts

Indemnification of the Corporation. A. Countrywide shall indemnify any hold harmless the Corporation, each Fund, and the Corporation's officers, directors, employees, shareholders, agents, control persons and affiliates from and against any and all claims, demands, expenses and liabilities (whether with or without basis in fact or law) of any and every nature which the Corporation may sustain or incur or which may be asserted against the Corporation by any person by reason of, or as a result of, the gross negligence, willful misconduct, or bad faith of Countrywide, or its directors, officers, employees, shareholders, agents, control persons or affiliates in taking any action or omitting to take any action under this Agreement or the reckless disregard of their duties thereunder. B. If a claim is made against the Corporation as to which the Corporation may seek indemnity under this Section, the Corporation shall notify Countrywide promptly after any written assertion of such claim threatening to institute an action or proceeding with respect thereto and shall notify Countrywide promptly of any action commenced against the Corporation within ten (10) days after the Corporation shall have been served with a summons or other legal process, giving information as to the nature and basis of the claim. Failure to so notify Countrywide shall not, however, relieve Countrywide from any liability which it may have on account of the indemnity under this Section if Countrywide has not been prejudiced in any material respect by such failure. The Corporation shall cooperate in the control of the defense of any action, suit or proceeding in which Countrywide is involved and for which indemnity is being provided by Countrywide to the Corporation. Countrywide may negotiate the settlement of any action, suite or proceeding subject to the Corporation's approval, which shall not be unreasonably withheld. The Corporation shall have the right, but not the obligation, to participate in the defense or settlement of a claim or action, with its own counsel, but any costs or expenses incurred by the Corporation in connection with, or as a result of, such participation will be borne solely by the Corporation.

Indemnification of the Corporation. A. Countrywide shall The Holder selling securities in any registered offering pursuant to subsections (a) through (f) above hereof agrees to indemnify any and hold harmless the Corporation, each Fundunderwriter for the offering, and each of their officers and directors and agents and each other person, if any, who controls the Corporation's officers, directors, employees, shareholders, agents, control persons Corporation and affiliates from and underwriter within the meaning of Section 15 of the Securities Act against any and all such losses, liabilities, claims, demandsdamages and expenses as are indemnified against by the Corporation under subsection (j) above; provided, however, that such indemnification by the Holder hereunder shall be limited to any losses, liabilities, claims, damages, or expenses and liabilities (whether with or without basis in to the extent caused by any untrue statement of a material fact or law) omission of a material fact (required to be stated therein or necessary to make statements therein not misleading), if any made (or in settlement of any and every nature which litigation effected with the Corporation may sustain or incur or which may be asserted against the Corporation by written consent of such sellers, alleged to have been made) in any person by reason of, or as a result ofpreliminary prospectus, the gross negligenceregistration statement or prospectus or any amendment or supplement thereof or in any application or other document in reliance upon, willful misconductand in conformity with, written information furnished in respect of such seller by or bad faith on behalf of Countrywidesuch seller expressly for use in any preliminary prospectus, the registration statement or its directors, officers, employees, shareholders, agents, control persons prospectus or affiliates any amendment or supplement thereof or in taking any such application or other document or arising out of any action or omitting to take inaction of such seller in implementing such registered offering. In case any action under this Agreement or the reckless disregard of their duties thereunder. B. If a claim is made shall be brought against the Corporation as to Corporation, or any other person so indemnified, in respect of which the Corporation indemnity may seek indemnity under this Sectionbe sought against any seller, the Corporation shall notify Countrywide promptly after any written assertion of such claim threatening to institute an action or proceeding with respect thereto and shall notify Countrywide promptly of any action commenced against the Corporation within ten (10) days after the Corporation seller shall have been served with a summons or other legal process, giving information as to the nature rights and basis of the claim. Failure to so notify Countrywide shall not, however, relieve Countrywide from any liability which it may have on account of the indemnity under this Section if Countrywide has not been prejudiced in any material respect by such failure. The Corporation shall cooperate in the control of the defense of any action, suit or proceeding in which Countrywide is involved and for which indemnity is being provided by Countrywide duties given to the Corporation. Countrywide may negotiate the settlement of any action, suite or proceeding subject to the Corporation's approval, which shall not be unreasonably withheld. The Corporation and each other person so indemnified shall have the rightrights and duties given to the Holder, but not the obligation, to participate in the defense or settlement of a claim or action, with its own counsel, but any costs or expenses incurred by the Corporation provisions of subsection (j)(iii). The person indemnified agrees to notify the sellers promptly after the assertion of any claim against the person indemnified in connection with, or as a result of, such participation will be borne solely by with the Corporationsale of securities.

Indemnification of the Corporation. A. Countrywide shall indemnify any Forum agrees to indemnify, defend and hold harmless the Corporation, each Fundits officers and directors, and any person who controls the Corporation's officersCorporation within the meaning of Section 15 of the Securities Act or section 20 of the 1934 Act (Corporation Indemnitees"), directors, employees, shareholders, agents, control persons free and affiliates harmless from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses and liabilities (whether with or without basis in fact or law) of any and every nature and character (including the cost of investigating or defending such claims, demands, actions, suits or liabilities) which any Corporation Indemnitee may incur, under the Securities Act, or under common law or otherwise, but only to the extent that such liability or expense incurred by a Corporation Indemnitee resulting from such claims or demands shall arise out of or be based upon (i) any alleged untrue statement of a material fact contained in information furnished in writing by Forum to the Corporation may sustain for use in its Registration Statement insofar as it relates to a Fund or incur the Prospectuses relating to a Fund in effect from time to time under the Securities Act, (ii) any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or which may be asserted against a Prospectus or necessary to make the Corporation information not misleading or (iii) willful misfeasance, bad faith or gross negligence in the performance by any person Forum of its duties, or by reason of, or as a result of, the gross negligence, willful misconduct, or bad faith of Countrywide, or its directors, officers, employees, shareholders, agents, control persons or affiliates in taking any action or omitting to take any action under this Agreement or the Forum's reckless disregard of their its obligations and duties thereunder. B. If a claim is made against the Corporation as to which the Corporation may seek indemnity under this Section, Agreement. Forum's agreement to indemnify each Corporation Indemnitee is expressly conditioned upon Forum being notified of the Corporation shall notify Countrywide promptly after any written assertion of such claim threatening to institute an action or proceeding with respect thereto and shall notify Countrywide promptly commencement of any action commenced brought against any Corporation Indemnitee, such notification to be given by letter or telegram addressed to Forum at its principal office, and sent to Forum by the Corporation person against whom the action is brought, within ten (10) twenty days after the Corporation summons or other first legal process shall have been served served. Forum will be entitled to assume the defense of the action, with a summons counsel in good standing of its own choosing approved by the Corporation, if the action is based solely upon alleged misstatement, omission or action described in clauses (i), (ii) or (iii) above and in any other legal processevent Forum and the Corporation Indemnitees shall each have the right to participate in the defense or preparation of the defense of any such action. In the event Forum elects to assume the defense of any such suit and retain counsel of good standing approved by the Corporation, giving information as the defendants in the suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case Forum does not elect to assume the defense of the suit or in case the Corporation does not approve of counsel chosen by Forum, Forum will reimburse the Corporation Indemnitee named defendant or defendants in the suit for the fees and expenses of any counsel retained by the Corporation Indemnitee. This Section shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Corporation Indemnitee and shall survive the sale of any of the Shares made pursuant to orders or subscriptions obtained by Forum. This Section will inure exclusively to the nature benefit of each person that is or may be a Corporation Indemnitee at any time and basis to the benefit of their respective successors and assigns. Forum agrees promptly to notify the Corporation of the claimcommencement of any litigation or proceeding against Forum in connection with the issue and sale of any of the Shares. Failure The failure to so notify Countrywide Forum of the commencement of any action shall not, however, not relieve Countrywide Forum from any liability which it may have to the Corporation Indemnitees by reason of any untrue statement or omission on the part of or action by Forum otherwise than on account of the indemnity under this Section if Countrywide has not been prejudiced in any material respect by such failure. The Corporation shall cooperate in the control of the defense of any action, suit or proceeding in which Countrywide is involved and for which indemnity is being provided by Countrywide to the Corporation. Countrywide may negotiate the settlement of any action, suite or proceeding subject to the Corporation's approval, which shall not be unreasonably withheld. The Corporation shall have the right, but not the obligation, to participate in the defense or settlement of a claim or action, with its own counsel, but any costs or expenses incurred by the Corporation in connection with, or as a result of, such participation will be borne solely by the CorporationSection.