Common use of Indemnification of the Clause in Contracts

Indemnification of the. Companies by the Shareholder Servicing ------------------------------------------------------------- Agent. Without limiting the rights of the Companies under applicable law, the ----- Shareholder Servicing Agent will indemnify and hold each of the Company and the Trust harmless from all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) from any Claim (a) resulting from (i) the bad faith or negligence of the Shareholder Servicing Agent, its officers, employees or agents, or (ii) any breach of applicable law by the Shareholder Servicing Agent, its officers, employees or agents, or (iii) any action of the Shareholder Servicing Agent, its officers, employees or agents which exceeds the legal authority of the Shareholder Servicing Agent or its authority hereunder, or (iv) any error or omission of the Shareholder Servicing Agent, its officers, employees or agents with respect to the purchase, redemption and transfer of Customers' Shares or the Shareholder Servicing Agent's verification or guarantee of any Customer signature, and (b) not resulting from the Shareholder Servicing Agent's actions in accordance with written instructions reasonably believed by the Shareholder Servicing Agent to have been executed by any person duly authorized by the Company or the Trust, as the case may be, or in reliance upon any instrument or stock certificate reasonably believed by the Shareholder Servicing Agent to have been genuine and signed, countersigned or executed by a person duly authorized by the Company or the Trust, as the case may be. In any case in which the Shareholder Servicing Agent may be asked to indemnify or hold the Company or the Trust harmless, the Shareholder Servicing Agent shall be advised of all pertinent facts concerning the situation in question and the Company or the Trust, as the case may be, shall use reasonable care to identify and notify the Shareholder Servicing Agent promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Shareholder Servicing Agent. The Shareholder Servicing Agent shall have the option to defend the Company or the Trust, as the case may be, against any Claim which may be the subject of indemnification hereunder. In the event that the Shareholder Servicing Agent elects to defend against such Claim, the defense shall be conducted by counsel chosen by the Shareholder Servicing Agent and satisfactory to the Company or the Trust, as the case may be. The Company or the Trust may retain additional counsel at its expense. Except with the prior written consent of the Shareholder Servicing Agent, neither the Company nor the Trust shall confess any Claim or make any compromise in any case in which the Shareholder Servicing Agent will be asked to indemnify the Company or the Trust.

Indemnification of the. Companies by Company Subject to the Shareholder Servicing ------------------------------------------------------------- Agent. Without limiting the rights terms and conditions of the Companies under applicable lawMaster Transaction Agreement, the ----- Shareholder Servicing Agent will indemnify Administrator hereby indemnifies and hold each of holds harmless the Company and the Trust harmless from its directors, officers and employees and its Representatives and Affiliates ( Indemnified Parties” from, against and in respect of all lossesLosses imposed on, claimssustained, damagesincurred or suffered by, liabilities or expenses (including reasonable counsel fees and expenses) from asserted against any Claim (a) Company Indemnified Party resulting from or arising out of any breach by the Administrator of its obligations under this Agreement (each, an “Administrator Breach”); provided that, the Administrator shall have no obligation to indemnify any Company Indemnified Party to the extent (i) such Person is also indemnified for such Loss under the bad faith or negligence of the Shareholder Servicing AgentMaster Transaction Agreement, its officers, employees or agents, or (ii) such Loss is related to any breach act or omission resulting from the negligence or willful misconduct of applicable law by the Shareholder Servicing Agent, its officers, employees or agentsCompany, or (iii) any action Company Breach (as defined below). For the avoidance of doubt, any and all Losses for which the Administrator is obligated to indemnity any Company Indemnified Party hereunder are Purchaser Extra Contractual Obligations. Section 18.2. Indemnification of the Shareholder Servicing Agent, its officers, employees or agents which exceeds Administrator Subject to the legal authority terms and conditions of the Shareholder Servicing Agent Master Transaction Agreement, the Company hereby indemnifies and holds harmless the Administrator and its directors, officers and employees and its Representatives and Affiliates (“Administrator Indemnified Parties”) from, against and in respect of all Losses imposed on, sustained, incurred or suffered by, or asserted against any Administrator Indemnified Party resulting from or arising out of any breach by the Company of its authority hereunderobligations under this Agreement (each, a “Company Breach”); provided that, the Company shall have no obligation to indemnify any Administrator Indemnified Party to the extent (i) such Person is also indemnified for such Loss under the Master Transaction Agreement, (ii) such Loss is related to any act or omission resulting from the negligence or willful misconduct of the Administrator or a Subcontractor, or (iviii) any error or omission Administrator Breach. For the avoidance of doubt, any and all Losses for which the Shareholder Servicing Agent, its officers, employees or agents with respect Company is obligated to indemnify any Administrator Indemnified Party hereunder are Seller Extra Contractual Obligations. Section 18.3. Indemnification Procedures In the purchase, redemption and transfer of Customers' Shares or the Shareholder Servicing Agent's verification or guarantee of any Customer signature, and (b) not resulting from the Shareholder Servicing Agent's actions in accordance with written instructions reasonably believed by the Shareholder Servicing Agent to have been executed by any person duly authorized by event that either the Company or the Trust, as the case may be, or in reliance upon any instrument or stock certificate reasonably believed by the Shareholder Servicing Agent to Administrator shall have been genuine and signed, countersigned or executed by a person duly authorized by the Company or the Trust, as the case may be. In any case in which the Shareholder Servicing Agent may be asked to indemnify or hold the Company or the Trust harmless, the Shareholder Servicing Agent shall be advised of all pertinent facts concerning the situation in question and the Company or the Trust, as the case may be, shall use reasonable care to identify and notify the Shareholder Servicing Agent promptly concerning any situation which presents or appears likely to present a claim for indemnification indemnity against the Shareholder Servicing Agentother party under the terms of this Agreement, the parties shall follow the procedures set forth in Section 10.02 of the Master Transaction Agreement. The Shareholder Servicing Agent Notwithstanding anything in this Agreement, the Master Transaction Agreement or any Ancillary Agreement to the contrary, if any Company Indemnified Party or Administrator Indemnified Party has the right to indemnification or other recovery under more than one provision of this Agreement, the Master Transaction Agreement or any Ancillary Agreement, such Indemnified Party shall have the option right to defend the Company seek and obtain indemnification or the Trustother recovery for all Losses and other recoveries allowed under each such provision, as the case provided that such Indemnified Party may be, against any Claim which may be the subject not obtain duplicative indemnification or other recovery for Losses and recoveries under one or more provisions of indemnification hereunder. In the event that the Shareholder Servicing Agent elects to defend against such Claimthis Agreement, the defense shall be conducted by counsel chosen by Master Transaction Agreement or any Ancillary Agreement. Section 18.4. Exclusive Remedy Each party expressly acknowledges that, other than as expressly set forth in this Agreement, this Article XVIII provides for the Shareholder Servicing Agent sole and satisfactory to the Company or the Trust, as the case may be. The Company or the Trust may retain additional counsel at its expense. Except with the prior written consent of the Shareholder Servicing Agent, neither the Company nor the Trust shall confess any Claim or make any compromise in any case in which the Shareholder Servicing Agent will be asked to indemnify the Company or the Trust.exclusive 18 NYB 621298.28 03340 00004