Common use of Indemnification of the Fund Clause in Contracts

Indemnification of the Fund. The Distributor agrees that it will indemnify and hold harmless the Fund and each of its Trustees 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) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports or other information filed or made public by the Fund, 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 therein or necessary in order to make the statements therein not misleading, insofar as any such statement or omission was made in reliance upon, and in conformity with information furnished to the Fund by or on behalf of the Distributor, provided, however, that in no case (i) is the indemnity of the Distributor in favor of the Fund or any person indemnified to be deemed to protect the Fund or any such person against any liability to which the Fund of any such person would otherwise be subject by reason of wilful 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 Contract, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of such 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 Fund or upon such person (or after the Fund or such person shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve it from any liability which it may have to the Fund or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case on any such notice to the Distributor, 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 any such claim, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and satisfactory to the Fund, to its officers and Trustees and to any controlling person or persons, defendant or defendants in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such counsel, the Fund or such controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it will reimburse the Fund, such officers and Trustees or controlling person or persons, defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees promptly to notify the Fund of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.

Indemnification of the Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Trustees 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of the Distributor or any of its employees or alleging ground that the registration statement, prospectus, shareholder Shareholder reports or other information made available to Distributor or filed or made public by the Fund, Fund (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 therein or necessary in order to make the statements therein made not misleading, insofar as any such statement misleading to the extent that the statements or omission was made in reliance upon, and in conformity with with, information furnished to the Fund by or on behalf of the Distributor, provided, however, that in . In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any such other person against any liability to which the Fund of any or such other person would otherwise be subject by reason of wilful 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 Contract, Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph threatened litigation or action with respect to which indemnification hereunder may ultimately be merited. If in any claim made against case the Distributor is asked to indemnify or hold the Fund or any person indemnified unless harmless, the Fund or such person, as the case may be, shall have notified promptly advise the Distributor of the pertinent facts concerning the situation in writing question, and the Fund will use all reasonable care to identify and notify the Distributor promptly concerning any situation which presents or appears likely to present the probability of such a 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 Fund or upon such person (or after the Fund or such person shall have received notice of such service on any designated agent)for indemnification, but failure to notify the Distributor of any such claim do so shall not relieve it from any liability which it may have to affect the Fund or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraphrights hereunder. In the case on any such notice to the Distributor, the The Distributor shall be entitled to participate, participate at its own expense, in the defense expense or, if it so elects, to assume the defense of any suit brought to enforce any such claim, but if claims subject to this indemnity provision. If the Distributor elects to assume the defensedefense of any such claim, such the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the Fund, to its officers and Trustees and to any controlling person or persons, defendant or defendants in the suitwhose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any such suit and retain such counsel, the Fund or such controlling persons, defendant or defendants in the suit, shall bear the fees and expense expenses of any additional counsel retained by themit. If the Distributor does not elect to assume the defense of any such a suit, it will reimburse the Fund, such officers and Trustees or controlling person or persons, defendant or defendants in such suit, Fund for the reasonable fees and expenses of any counsel retained by themthe Fund. The Distributor agrees promptly to notify provisions of this Article 7 shall survive the Fund termination of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the sharesthis Agreement.

Indemnification of the Fund. The Distributor agrees that it will (a) FWTC shall indemnify and hold harmless the Fund harmless from all loss, costs, damage and each expense, including reasonable expenses for accountants and counsel, incurred by the Fund as a result of any claim, demand, action or suit arising out of FWTC's failure or that of its Trustees and officers and each personagents or employees, if anyto comply with the terms of this Agreement or which arise of FWTC's negligence, who controls bad faith or willful misconduct, provided that this indemnification shall not apply to actions or omissions of the Fund within the meaning in case of Section 15 of the 1933 Actits own negligence, against any loss, liability, damages, claim bad faith or expense (including the reasonable cost of investigating willful misconduct or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of the Distributor or any that of its employees or alleging agents, or to any claim, demand, action or suit arising out of its failure to comply with the terms of this Agreement. (b) In order that indemnification under this Section 15 be available in any case in which FWTC may be asked to indemnify or save the registration statementFund harmless, prospectusthe Fund shall fully and promptly advise FWTC of all pertinent facts concerning the situation and the Fund shall use all reasonable care to notify FWTC concerning any situation presenting or appearing likely to present the probability of such a claim for indemnification against FWTC. FWTC shall have the option to defend the Fund against any claim that may be the subject of this indemnification, shareholder reports or other information filed or made public by and if FWTC so elects it will so notify the Fund, as from time to time amended, included an untrue statement and thereupon FWTC shall take over complete defense of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as any such statement or omission was made in reliance uponclaim, and in conformity with information furnished to the Fund by shall in such situation incur no further legal or on behalf of the Distributor, provided, however, that other expenses for which it shall seek indemnification under this Section. The Fund shall in no case (i) is the indemnity of the Distributor confess any claim or make any compromise in favor of any case in which FWTC will be asked to indemnify the Fund or any person indemnified except with FWTC's prior written consent. (c) However, notwithstanding anything contained herein, FWTC retains the right to be deemed to protect the Fund or any such person against any liability to which the Fund of any such person would otherwise be subject by reason of wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations reprocess and duties under this Contract, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of such 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 Fund or upon such person (or after the Fund or such person shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve it from any liability which it may have to the Fund or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case on any such notice to the Distributor, the Distributor shall be entitled to participate, correct administrative errors at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such claim, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and satisfactory to the Fund, to its officers and Trustees and to any controlling person or persons, defendant or defendants in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such counsel, the Fund or such controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it will reimburse the Fund, such officers and Trustees or controlling person or persons, defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees promptly to notify the Fund of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the shares.

Indemnification of the Fund. The Distributor agrees that it will Custodian shall indemnify and hold harmless the Fund and each of its Trustees and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any harmless from all loss, liabilitycost, damagesdamage and expense, claim or expense (including the reasonable cost of investigating or defending any alleged lossexpenses for counsel, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, shareholder reports or other information filed or made public by the Fund, as from time to time amendeda result of any claim, included an untrue statement of a material fact demand, action or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as any such statement or omission was made in reliance upon, and in conformity with information furnished to the Fund by or on behalf suits arising out of the DistributorCustodian's failure to comply with the terms of this Agreement, provided, however, that in no case (i) is the indemnity or which arise out of the Distributor in favor of the Fund or any person indemnified to be deemed to protect the Fund or any such person against any liability to which the Fund of any such person would otherwise be subject by reason of wilful misfeasanceCustodian's negligence, bad faith or gross negligence in the performance of its duties willful misconduct, or by reason of its reckless disregard of its obligations and duties duties, provided that this indemnification shall not apply to actions or omissions of the Fund in case of its own negligence, bad faith or willful misconduct or that of its employees or agents. In order that indemnification under this Contract, Section 10.3 shall be available in any case in which the Custodian may be asked to indemnify or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against save the Fund or any person indemnified unless harmless the Fund or such person, as shall fully and promptly advise the case may be, shall have notified Custodian of all pertinent facts concerning the Distributor in writing of such 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 situation and the Fund or upon such person (or after the Fund or such person shall have received notice of such service on any designated agent), but failure use all reasonable care to notify the Distributor Custodian concerning any situation presenting or appearing likely to present the probability of any such a claim for indemnification against the Custodian. The Custodian shall not relieve it from any liability which it may have the option to defend the Fund or against any person against whom such action is brought otherwise than on account claim that may be the subject of its indemnity agreement contained in this paragraph. In the case on any such notice to the Distributorindemnification, 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 any such claim, but and if the Distributor Custodian so elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and satisfactory to it will so notify the Fund, to its officers and Trustees and to any controlling person or persons, defendant or defendants in thereupon the suit. In the event that the Distributor elects to assume the Custodian shall take over complete defense of any such suit the claim, and retain such counsel, the Fund or such controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it will reimburse the Fund, such officers and Trustees or controlling person or persons, defendant or defendants in such suit, situation incur no further legal or other expenses for the reasonable fees and expenses of any counsel retained by themwhich it shall seek indemnification under this Section. The Distributor agrees promptly Fund shall in no case confess any claim or make any compromise in any case in which the Custodian will be asked to notify indemnify the Fund of the commencement of any litigation or proceedings against it in connection except with the issue and sale of any of the sharesCustodian's prior written consent.

Indemnification of the Fund. The Distributor agrees that it will Agent shall indemnify and hold harmless the Fund harmless from all loss, cost, damage and each expense, including reasonable expenses for counsel, incurred by the Fund as a result of any claim, demand, action or suit arising out of the Agent's failure to comply with the terms of this Agreement or which arise out of the Agent's negligence, bad faith or willful misconduct, PROVIDED that this indemnification shall not apply to actions or omissions of the Fund in case of its Trustees and officers and each personown negligence, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim bad faith or expense (including the reasonable cost of investigating willful misconduct or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of the Distributor or any that of its employees or alleging agents, or to any claim, demand, action or suit arising out of its failure to comply with the terms of this Agreement. in order that indemnification under this Section 27 shall be available in any case in which the registration statementAgent may be asked to indemnify or save the Fund harmless the Fund shall fully and promptly advise the Agent of all pertinent facts concerning the situation and the Fund shall use all reasonable care to notify the Agent concerning any situation presenting or appearing likely to present the probability of such a claim for indemnification against the Agent. The Agent shall have the option to defend the Fund against any claim that may be the subject of this indemnification, prospectus, shareholder reports or other information filed or made public by and if the Agent so elects it will so notify the Fund, as from time to time amended, included an untrue statement and thereupon the Agent shall take over complete defense of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, insofar as any such statement or omission was made in reliance uponclaim, and in conformity with information furnished to the Fund by shall in such situation incur no further legal or on behalf of the Distributor, provided, however, that other expenses for which it shall seek indemnification under this Section. The Fund shall in no case (i) is confess any claim or make any compromise in any case in which the indemnity of the Distributor in favor of Agent will be asked to indemnify the Fund or any person indemnified to be deemed to protect the Fund or any such person against any liability to which the Fund of any such person would otherwise be subject by reason of wilful 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 Contract, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified the Distributor in writing of such 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 Fund or upon such person (or after the Fund or such person shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve it from any liability which it may have to the Fund or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. In the case on any such notice to the Distributor, 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 any such claim, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and satisfactory to the Fund, to its officers and Trustees and to any controlling person or persons, defendant or defendants in the suit. In the event that the Distributor elects to assume the defense of any such suit and retain such counsel, the Fund or such controlling persons, defendant or defendants in the suit, shall bear the fees and expense of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, it will reimburse the Fund, such officers and Trustees or controlling person or persons, defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees promptly to notify the Fund of the commencement of any litigation or proceedings against it in connection except with the issue and sale of any of the sharesAgent's prior written consent.

Indemnification of the Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Trustees trustees 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) arising by reason of any person acquiring any sharesShares, based upon the 1933 Act or any other statute or common law, alleging any wrongful act of the Distributor or any of its employees or alleging ground that the registration statement, prospectus, shareholder Shareholder reports or other information made available to Distributor or filed or made public by the Fund, Fund (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 therein or necessary in order to make the statements therein made not misleading, insofar as any such statement misleading to the extent that the statements or omission was made in reliance upon, and in conformity with with, information furnished to the Fund by or on behalf of the Distributor, provided, however, that in . In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any such other person against any liability to which the Fund of any or such other person would otherwise be subject by reason of wilful 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 Contract, Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph threatened litigation or action with respect to which indemnification hereunder may ultimately be merited. If in any claim made against case the Distributor is asked to indemnify or hold the Fund or any person indemnified unless harmless, the Fund or such person, as the case may be, shall have notified promptly advise the Distributor of the pertinent facts concerning the situation in writing question, and the Fund will use all reasonable care to identify and notify the Distributor promptly concerning any situation which presents or appears likely to present the probability of such a 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 Fund or upon such person (or after the Fund or such person shall have received notice of such service on any designated agent)for indemnification, but failure to notify the Distributor of any such claim do so shall not relieve it from any liability which it may have to affect the Fund or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraphrights hereunder. In the case on any such notice to the Distributor, the The Distributor shall be entitled to participate, participate at its own expense, in the defense expense or, if it so elects, to assume the defense of any suit brought to enforce any such claim, but if claims subject to this indemnity provision. If the Distributor elects to assume the defensedefense of any such claim, such the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the Fund, to its officers and Trustees and to any controlling person or persons, defendant or defendants in the suitwhose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any such suit and retain such counsel, the Fund or such controlling persons, defendant or defendants in the suit, shall bear the fees and expense expenses of any additional counsel retained by themit. If the Distributor does not elect to assume the defense of any such a suit, it will reimburse the Fund, such officers and Trustees or controlling person or persons, defendant or defendants in such suit, Fund for the reasonable fees and expenses of any counsel retained by themthe Fund. The Distributor agrees promptly to notify provisions of this Article 7 shall survive the Fund termination of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the sharesthis Agreement.