Indemnification of the Sponsor. (a) The Sponsor shall be indemnified by the Trust (or, in furtherance of Section 3.8, by a Fund separately to the extent the matter in question relates to a single Fund or disproportionately affects a specific Fund in relation to other Funds) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of this Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable from the applicable Trust Estate or Trust Estates. All rights to indemnification permitted herein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor.
(b) Notwithstanding the provisions of this Section 4.7(a) above, the Sponsor 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) Expenses incurred in defending a threatened or pending civil, administrative or criminal action suit or proceeding against the Sponsor shall be p...
Indemnification of the Sponsor. The Trust shall indemnify, defend and hold harmless the Sponsor, in its capacity as Sponsor, and any of the officers, directors, employees, affiliates and agents of the Sponsor (the “Sponsor Indemnified Persons”) from and against any and all Expenses, to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Sponsor Indemnified Persons with respect to the performance of this Amended and Restated Declaration of Trust, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Sponsor Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of a Sponsor Indemnified Person. To the fullest extent permitted by law, Expenses to be incurred by a Sponsor Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Trust prior to the final disposition of any matter upon receipt by the Trust of an undertaking by, or on behalf of, such Sponsor Indemnified Person to repay such amount if it shall be determined that the Sponsor Indemnified Person is not entitled to be indemnified under this Amended and Restated Declaration of Trust.
Indemnification of the Sponsor. (a) The Marketing Agent agrees to indemnify, defend and hold harmless each of the Sponsor and the Trust and their respective partners, shareholders, members, directors, officers and employees, or any person that “controls” any such person within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (collectively, the “Sponsor Indemnified Persons”), from and against any Losses that any such Sponsor Indemnified Person may incur, insofar as any such Losses arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a material fact contained in or in conformity with information furnished in writing by or on behalf of the Marketing Agent to the Sponsor expressly for use in (y) the Registration Statement or Prospectus, or (z) the Marketing Materials; provided, however, that neither (y) nor (z) shall apply to statements included in or substantially consistent with information contained in the Prospectus or Registration Statement or other information provided by the Sponsor to the Marketing Agent at the time that such statement was provided by or on behalf of the Marketing Agent expressly for use therein (unless the Marketing Agent provided such information in the Prospectus or Registration Statement as set forth in this section 6.02(a)(i)(y)); or
(ii) any breach by the Marketing Agent of any representation, warranty or covenant contained in this Agreement or the failure by the Marketing Agent to perform when and as required by this Agreement or to comply with the terms of the Agreement.
(b) In no event shall Section 5.02(a) be deemed to require the Marketing Agent to indemnify, defend or hold harmless any Sponsor Indemnified Person against any liability to which such Sponsor Indemnified Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of any of its duties or obligations under this Agreement. The Marketing Agent shall not be liable for special, consequential or incidental damages hereunder. The indemnification provided for hereunder shall be in addition to any liability which the parties may otherwise have.
Indemnification of the Sponsor. Operator will indemnify and hold the Sponsor, its Board of Trustees, officers, employees, agents and representatives harmless from all claims, demands, or liability, including reasonable attorneys’ fees and related expenses, on account of injury, loss or damages, including without limitation, claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever not caused by the acts or negligence of the Sponsor, which arise out or are caused by the tortuous acts or omissions of Operator in connection with the operations of the Academy or which are incurred as a result of the reliance by the Sponsor(or its Board of Trustees, officers, employees, agents or representatives) upon representations made to the Sponsor by Operator.
Indemnification of the Sponsor. Subject to Section 4.01, the Valuation Agent agrees to indemnify, defend and hold harmless the Sponsor, its partners, stockholders, members, directors, officers and employees and the successors and assigns of all of the foregoing (each, a “Sponsor Indemnified Person”), from and against any loss, damage, expense, liability or claim (including reasonable attorney’s fees, costs and expenses) arising out of or based upon the Valuation Agent’s (i) gross negligence, bad faith or willful misconduct in the performance of its duties under this Agreement or (ii) breach of a representation or covenant contained in this Agreement.
Indemnification of the Sponsor. The Recordkeeper agrees to ------------------------------ indemnify and hold harmless the Plan and the Sponsor (including any subsidiaries and affiliates of the Sponsor) and their respective directors, officers, employees and agents (each an "indemnitee") against any losses, claims, damages, liabilities or expenses to which an indemnitee may become subject insofar as those losses, claims, damages, liabilities or expenses (or actions in respect thereof), arise out of or are based upon (i) the Recordkeeper's willful misconduct, bad faith or negligence in performing or in failing to perform its duties and obligations as the Recordkeeper under this Agreement; (ii) any material breach by the Recordkeeper of its obligations under this Agreement; (iii) any claim that the system used by the Recordkeeper in providing Recordkeeping Services violates or infringes any copyright, trade secret, patent or other intellectual property right of any third party; or (iv) any breach by the Recordkeeper of a material representation, warranty or covenant contained in this Agreement; and, except as provided in subsection (h) below, shall reimburse the indemnities for any legal fees or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending such loss, claim or action. This indemnity agreement shall be in addition to any liability which the Recordkeeper otherwise may have.