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 the Shareholder Servicing ------------------------------------------------------------- Agent. Without limiting the rights Stockholders and any Affiliate of the Companies under applicable law------------------------------------------------------------ Stockholders. Buyer agrees to defend, the ----- Shareholder Servicing Agent will indemnify and hold each harmless the ------------ Stockholders and their partners, shareholders, officers, directors, employers and agents (individually, a "Stockholder Indemnitee", and collectively, the "Stockholder Indemnitees"), against and in respect of: (a) any and all Losses caused by, resulting or arising from or otherwise relating to (A) any failure of any representation or warranty of Buyer contained herein to be true in all material respects when made and as at the Closing Date, it being understood that to the extent that any such representations and warranties were made as of a specified date the same shall apply only to the failure of such representations and warranties to be true in all material respects as of such specified date or (B) the failure of Buyer to comply in all material respects with any undertaking or other agreement or obligation hereunder to be performed, fulfilled or otherwise complied with by Buyer after the closing; (b) any and all liabilities and obligations of the Stockholders and any affiliate of the Stockholders assumed by Buyer or any affiliate of Buyer pursuant to Section 7.5 or 7.6 or otherwise relating to the businesses 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 Subsidiaries (iv) any error or omission of the Shareholder Servicing Agent, its officers, employees or agents other than with respect to the purchaseStockholders' obligations under Section 10.3 hereof); and (c) any and all Costs, redemption and transfer including reasonable attorneys' fees incident to any of Customers' Shares the foregoing or the Shareholder Servicing Agent's verification such indemnification; provided, however, that if any action, suit, proceeding, claim, liability, demand 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 assessment shall be advised asserted against any Stockholder Indemnitee in respect of all pertinent facts concerning the situation which such Stockholder Indemnitee proposes to demand indemnification, such Stockholder Indemnitee shall notify Buyer thereof within a reasonable period of time (and 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 Agentno event more than fifteen (15) days) after assertion thereof. The Shareholder Servicing Agent Buyer shall have the option right within thirty (30) days after receipt of such notice to defend assume the Company control of the defense, compromise or the Trustsettlement of any such action, as the case may besuit, against proceeding, claim, liability, demand or assessment, including, at its own expense, employment of counsel and at any Claim time thereafter to exercise on behalf of Stockholder Indemnitee any rights which may mitigate any of the foregoing; provided, however, that if Buyer shall have exercised its right to assume such control, a Stockholder Indemnitee (i) may, in its sole discretion, employ counsel to represent it (in addition to-counsel employed by Buyer, and in the latter case, at such Stockholder Indemnitees' sole expense) in any such matter, and in such event counsel selected by Buyer shall be required to cooperate with such counsel of such Stockholder Indemnitee in such defense, compromise or settlement for the subject purpose of indemnification hereunder. In informing and sharing information with such Stockholder Indemnitee and (ii) will, at its own expense, make available to Buyer those employees of the event Stockholders or any affiliate of the Stockholders whose assistance, testimony or presence is necessary to assist Buyer in evaluating and in defending any such action, suit, proceeding, claim, liability, demand or assessment; provided, however, that the Shareholder Servicing Agent elects to defend against any such Claim, the defense access shall be conducted by counsel chosen by the Shareholder Servicing Agent and satisfactory in such a manner as not to the Company or the Trust, as the case may be. The Company or the Trust may retain additional counsel at its expense. Except interfere unreasonably with the prior written consent operations of the Shareholder Servicing Agent, neither businesses of the Company nor Stockholders or any affiliate of 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 TrustStockholders.