Common use of Indemnification of Xxxxxx Clause in Contracts

Indemnification of Xxxxxx. The Trust will indemnify and hold Xxxxxx harmless, from all losses, claims, damages, liabilities or expenses (including reasonable fees and disbursements of counsel) from any claim, demand, action or suit (collectively, "Claims") (a) arising in connection with misstatements or omissions in each Fund's Prospectus, actions or inactions by the Trust or any of its agents or contractors or the performance of Xxxxxx'x obligations hereunder and (b) not resulting from the willful misfeasance, bad faith, or gross negligence of Xxxxxx, its officers, employees or agents, in the performance of Xxxxxx'x duties or from reckless disregard by Xxxxxx, its officers, employees or agents of Xxxxxx'x obligations and duties under this Agreement. Notwithstanding anything herein to the contrary, the Trust will indemnify and hold Xxxxxx harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any Claim as a result of Xxxxxx'x acting in accordance with any written instructions reasonably believed by Xxxxxx to have been executed by any person duly authorized by the Trust, or as a result of acting in reliance upon any instrument or stock certificate reasonably believed by Xxxxxx to have been genuine and signed, countersigned or executed by a person duly authorized by the Trust, excepting only the gross negligence or bad faith of Xxxxxx. In any case in which the Trust may be asked to indemnify or hold Xxxxxx harmless, the Trust shall be advised of all pertinent facts concerning the situation in question and Xxxxxx shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Trust. The Trust shall have the option to defend Xxxxxx against any Claim which may be the subject of indemnification under this Section 10.1. In the event that the Trust elects to defend against such Claim, the defense shall be conducted by counsel chosen by the Trust and reasonably satisfactory to Xxxxxx. Xxxxxx may retain additional counsel at its expense. Except with the prior written consent of the Trust, Xxxxxx shall not confess any Claim or make any compromise in any case in which the Trust will be asked to indemnify Xxxxxx.

Indemnification of Xxxxxx. (a) The Trust will agrees to indemnify and hold harmless Xxxxxx harmlessand each of its managers and officers and each person, from all lossesif any, claimswho controls Xxxxxx within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, liabilities or expenses (including reasonable fees expense and disbursements of counsel) from any claim, demand, action or suit (collectively, "Claims") (a) arising in connection with misstatements or omissions in each Fund's Prospectus, actions or inactions by the Trust or any of its agents or contractors or the performance of Xxxxxx'x obligations hereunder and (b) not resulting from the willful misfeasance, bad faith, or gross negligence of Xxxxxx, its officers, employees or agents, in the performance of Xxxxxx'x duties or from reckless disregard by Xxxxxx, its officers, employees or agents of Xxxxxx'x obligations and duties under this Agreement. Notwithstanding anything herein to the contrary, the Trust will indemnify and hold Xxxxxx harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any Claim as a result disbursements incurred in connection therewith), arising by reason of Xxxxxx'x acting in accordance with any written instructions reasonably believed by Xxxxxx to have been executed by any person duly authorized acquiring any Shares or Creation Units, based upon (i) the ground that the registration statement, prospectus, shareholder reports or other information filed or made public by the Trust (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 or necessary in order to make the statements made not misleading, (ii) the Trust’s failure to maintain an effective registration statement and prospectus with respect to Shares of the Fund that are the subject of the claim or demand, (iii) the Trust’s failure to properly register Fund Shares under applicable state laws, (iv) instructions given by the Trust, the Trust’s failure to perform its duties hereunder or as a result any inaccuracy of acting in reliance upon Trust’s representations, (v) any instrument claim brought under Section 11 of the 1933 Act or stock certificate reasonably believed (vi) all actions taken by Xxxxxx hereunder resulting from Xxxxxx’x reliance on instructions received from an officer, agent or approved service provider of the Trust. (b) In no case (i) is the indemnity of the Trust to be deemed to protect Xxxxxx or any other person against any liability to which Xxxxxx or such person otherwise would be subject by reason of Disqualifying Conduct by such party, or (ii) is the Trust to be liable to Xxxxxx under the indemnity agreement contained in this Section 8 with respect to any claim made against Xxxxxx or any person indemnified unless Xxxxxx or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been genuine and signedserved upon Xxxxxx or such other person (or after Xxxxxx or the person shall have received notice of service on any designated agent). However, countersigned or executed by a person duly authorized by the Trust, excepting only the gross negligence or bad faith of Xxxxxx. In any case in which failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may be asked have to indemnify Xxxxxx or hold Xxxxxx harmless, the any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. (c) The Trust shall be advised entitled to participate at their own expense in the defense or, if they so elect, to assume the defense of all pertinent facts concerning the situation in question and Xxxxxx shall use reasonable care any suit brought to identify and notify enforce any claims subject to this indemnity provision. If the Trust promptly concerning elect to assume the defense of any situation which presents or appears likely to present a claim for indemnification against the Trust. The Trust shall have the option to defend Xxxxxx against any Claim which may be the subject of indemnification under this Section 10.1. In the event that the Trust elects to defend against such Claimclaim, the defense shall be conducted by counsel chosen by the Trust and reasonably satisfactory to Xxxxxxthe indemnified defendants in the suit whose approval shall not be unreasonably withheld. Xxxxxx may In the event that the Trust elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel at retained by them. If the Trust do not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. (d) The Trust agree to notify Xxxxxx promptly of the commencement of any litigation or proceedings against it or any of its expense. Except officers or Trustees in connection with the prior written consent issuance or sale of the Trust, Xxxxxx shall not confess any Claim Shares or make any compromise in any case in which the Trust will be asked to indemnify XxxxxxCreation Units.

Indemnification of Xxxxxx. The Trust will Galapagos shall indemnify Xxxxxx, its Affiliates and hold their respective directors, officers, employees, and agents (the “Xxxxxx Indemnitees”), and defend and save each of them harmless, from and against any and all losses, claims, damages, liabilities or expenses (including reasonable fees and disbursements of counsel) from any claim, demand, action or suit (collectively, "Claims") (a) arising Losses in connection with misstatements any and all Third Party Claims incurred by or omissions rendered against the Xxxxxx Indemnitees arising from or occurring as a result of: (i) the breach by Galapagos of any material obligation of this Agreement; (ii) the negligence, reckless conduct or willful misconduct on the part of Galapagos or its Affiliates or their respective directors, officers, employees, and agents in performing its material obligations under this Agreement; (iii) the use of Galapagos Corporate Names in connection with the Commercialization of the Licensed Compounds or Licensed Products in the Territory as permitted under this Agreement; (iv) the Development, Commercialization, Manufacture, or other Exploitation of the Licensed Products or the Licensed Compounds or use of any Product Trademark anywhere in the world in each Fund's Prospectuscase: (x) prior to the Effective Date, actions (y) after the Term except for such Development, Commercialization, Manufacture, or inactions other Exploitation conducted by, on behalf of, or for Xxxxxx or its Affiliates or Sublicensees as permitted hereunder and (z) in or for the benefit of the Terminated Territory; (v) the co-promotion by the Trust Galapagos or any of its agents Affiliates of a Co-Promotion Product in the Co-Promotion Territory; and (vi) the infringement of the Patent or contractors other intellectual property or the performance other proprietary rights of Xxxxxx'x obligations hereunder and (b) not resulting any Third Party from the willful misfeasanceGalapagos’ or any of its Affiliates’ Development, bad faithCommercialization, Manufacture, or gross negligence other Exploitation of Xxxxxxthe Licensed Compounds or Licensed Products in each case: (x) prior to the Effective Date, (y) after the Term except for such Development, Commercialization, Manufacture, or other Exploitation conducted by, on behalf of, or for Xxxxxx or its officers, employees Affiliates or agentsSublicensees as permitted hereunder or (z) in or for the benefit of the Terminated Territory; except, in the performance case of Xxxxxx'x duties or from reckless disregard by clauses (i) through (vi) above for those Losses for which Xxxxxx, its officersin whole or in part, employees or agents of Xxxxxx'x obligations and duties under this Agreement. Notwithstanding anything herein has an obligation to indemnify Galapagos pursuant to Section 11.1 hereof, as to which Losses each Party shall indemnify the other to the contrary, extent of their respective liability for the Trust will indemnify and hold Xxxxxx harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any Claim as a result of Xxxxxx'x acting in accordance with any written instructions reasonably believed by Xxxxxx to have been executed by any person duly authorized by the Trust, or as a result of acting in reliance upon any instrument or stock certificate reasonably believed by Xxxxxx to have been genuine and signed, countersigned or executed by a person duly authorized by the Trust, excepting only the gross negligence or bad faith of Xxxxxx. In any case in which the Trust may be asked to indemnify or hold Xxxxxx harmless, the Trust shall be advised of all pertinent facts concerning the situation in question and Xxxxxx shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Trust. The Trust shall have the option to defend Xxxxxx against any Claim which may be the subject of indemnification under this Section 10.1. In the event that the Trust elects to defend against such Claim, the defense shall be conducted by counsel chosen by the Trust and reasonably satisfactory to Xxxxxx. Xxxxxx may retain additional counsel at its expense. Except with the prior written consent of the Trust, Xxxxxx shall not confess any Claim or make any compromise in any case in which the Trust will be asked to indemnify XxxxxxLosses.

Indemnification of Xxxxxx. The Trust Fund will indemnify and hold Xxxxxx harmless, from all losses, claims, damages, liabilities or expenses (including reasonable fees and disbursements of counsel) from any claim, demand, action or suit (collectively, "Claims") (a) arising in connection with misstatements or omissions in each the Fund's Prospectus, actions or inactions by the Trust Fund or any of its agents or contractors or the performance of Xxxxxx'x obligations hereunder and (b) not resulting from the willful misfeasance, bad faith, or gross negligence of Xxxxxx, its officers, employees or agents, in the performance of Xxxxxx'x duties or from reckless disregard by Xxxxxx, its officers, employees or agents of Xxxxxx'x obligations and duties under this Agreement. Notwithstanding anything herein to the contrary, the Trust Fund will indemnify and hold Xxxxxx harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any Claim as a result of Xxxxxx'x acting in accordance with any written instructions reasonably believed by Xxxxxx to have been executed by any person duly authorized by the TrustFund, or as a result of acting in reliance upon any instrument or stock certificate reasonably believed by Xxxxxx to have been genuine and signed, countersigned or executed by a person duly authorized by the TrustFund, excepting only the gross negligence or bad faith of Xxxxxx. In any case in which the Trust Fund may be asked to indemnify or hold Xxxxxx harmless, the Trust Fund shall be advised of all pertinent facts concerning the situation in question and Xxxxxx shall use reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present a claim for indemnification against the TrustFund. The Trust Fund shall have the option to defend Xxxxxx against any Claim which may be the subject of indemnification under this Section 10.1. In the event that the Trust Fund elects to defend against such Claim, the defense shall be conducted by counsel chosen by the Trust Fund and reasonably satisfactory to Xxxxxx. Xxxxxx may retain additional counsel at its expense. Except with the prior written consent of the TrustFund, Xxxxxx shall not confess any Claim or make any compromise in any case in which the Trust Fund will be asked to indemnify Xxxxxx.

Indemnification of Xxxxxx. The Trust will indemnify Subject to Section 11.5 and hold Section 11.6, Xxxxxx harmlessand the Surviving Corporation, and each of their respective officers, directors, employees, agents and advisors (collectively, "Xxxxxx Indemnified Parties"), shall be entitled to indemnification from all lossesthe Escrow Deposit for any Xxxxxx Indemnity Claims arising under the terms and conditions of this Agreement. For purposes of this Agreement, claimsthe term "Xxxxxx Indemnity Claim" shall mean (i) any loss, damagesdamage, liabilities or expenses deficiency, claim, liability, obligation, suit, action (including any tax audit, examination or other proceeding), fee, cost or expense of any nature whatsoever (including, without limitation, all reasonable fees and disbursements of counsel) from any claim, demand, action or suit (collectively, "ClaimsLosses") ) incurred or suffered by any Xxxxxx Indemnified Party and arising out of or resulting from (ax) arising any breach of any representation and warranty of the Stockholders or CCG which is contained in connection with misstatements this Agreement or omissions any Schedule, Exhibit, agreement or certificate delivered pursuant hereto (provided that for purposes of indemnification pursuant to this Section, any breach of any representation or warranty shall be deemed not to contain, and shall be determined without regard to, any qualification related to materiality, "Material Adverse Affect" or knowledge contained in each Fund's Prospectussuch representation or warranty) or (y) any breach or non-fulfillment of, actions or inactions by any failure to perform, any of the Trust covenants, agreements or undertakings of the Stockholders or CCG which are contained in or made pursuant to this Agreement or any Schedule, Exhibit, agreement or certificate delivered pursuant hereto; (ii) any Excess Transaction Expenses; (iii) any Taxes of CCG or any of its agents Subsidiaries relating to or contractors arising from periods (or portions thereof) ending on or prior to the performance of Xxxxxx'x obligations hereunder and Most Recent Fiscal Year End (b) not resulting from except to the willful misfeasance, bad faith, or gross negligence of Xxxxxx, its officers, employees or agents, extent accruals for such Taxes were reflected in the performance Financial Statements); (iv) any liability of Xxxxxx'x duties CCG or from reckless disregard by Xxxxxxany of its Subsidiaries under Treasury Regulations ss. 1.1502-6 or any similar provision of state, its officers, employees local or agents of Xxxxxx'x obligations and duties under this Agreement. Notwithstanding anything herein to the contrary, the Trust will indemnify and hold Xxxxxx harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any Claim foreign law as a result of Xxxxxx'x acting such company being a member of any Affiliated Group (other than CCG and its Subsidiaries) at any time on or prior to the Closing Date (except to the extent accruals for such liability were reflected on their books or in accordance with the Financial Statements); (v) any written instructions reasonably believed by Xxxxxx Affiliate Obligations not satisfied in full on or before August 31, 1999; and (vi) all interest, penalties and costs and expenses arising out of or related to have been executed by any person duly authorized by the Trust, or as a result of acting in reliance upon any instrument or stock certificate reasonably believed by Xxxxxx to have been genuine and signed, countersigned or executed by a person duly authorized by the Trust, excepting only the gross negligence or bad faith of Xxxxxx. In any case in which the Trust may be asked to indemnify or hold Xxxxxx harmless, the Trust shall be advised of all pertinent facts concerning the situation in question and Xxxxxx shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Trust. The Trust shall have the option to defend Xxxxxx against any Claim which may be the subject of indemnification made under this Section 10.111.1. In the event that the Trust elects to defend against such ClaimNO STOCKHOLDER SHALL HAVE ANY LIABILITY TO XXXXXX OR ANY XXXXXX INDEMNIFIED PARTY FOR INDEMNIFICATION OR OTHERWISE PURSUANT TO THIS AGREEMENT, the defense shall be conducted by counsel chosen by the Trust and reasonably satisfactory to Xxxxxx. Xxxxxx may retain additional counsel at its expense. Except with the prior written consent of the Trust, Xxxxxx shall not confess any Claim or make any compromise in any case in which the Trust will be asked to indemnify XxxxxxEXCEPT AS PROVIDED IN THIS ARTICLE 11 (AND THEN ONLY TO THE EXTENT OF THE ESCROW DEPOSIT) OR AS PROVIDED IN ANY AGREEMENT EXECUTED BY SAID STOCKHOLDER AND DELIVERED IN CONNECTION THEREWITH.

Indemnification of Xxxxxx. (a) The Trust will agrees to indemnify and hold harmless Xxxxxx harmlessand each of its managers and officers and each person, from all lossesif any, claimswho controls Xxxxxx within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, liabilities or expenses (including reasonable fees expense and disbursements of counsel) from any claim, demand, action or suit (collectively, "Claims") (a) arising in connection with misstatements or omissions in each Fund's Prospectus, actions or inactions by the Trust or any of its agents or contractors or the performance of Xxxxxx'x obligations hereunder and (b) not resulting from the willful misfeasance, bad faith, or gross negligence of Xxxxxx, its officers, employees or agents, in the performance of Xxxxxx'x duties or from reckless disregard by Xxxxxx, its officers, employees or agents of Xxxxxx'x obligations and duties under this Agreement. Notwithstanding anything herein to the contrary, the Trust will indemnify and hold Xxxxxx harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any Claim as a result disbursements incurred in connection therewith), arising by reason of Xxxxxx'x acting in accordance with any written instructions reasonably believed by Xxxxxx to have been executed by any person duly authorized acquiring any Shares or Creation Units, based upon (i) the ground that the registration statement, prospectus, shareholder reports or other information filed or made public by the Trust (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 or necessary in order to make the statements made not misleading, (ii) the Trust’s failure to maintain an effective registration statement and prospectus with respect to Shares of the Fund that are the subject of the claim or demand, (iii) the Trust’s failure to properly register Fund Shares under applicable state laws, (iv) instructions given by the Trust, the Trust’s failure to perform its duties hereunder or as a result any inaccuracy of acting in reliance upon any instrument Trust’s representations, (v) the Trust’s violation of Section 11 of the 1933 Act or stock certificate reasonably believed (vi) all actions taken by Xxxxxx hereunder resulting from Xxxxxx’x reliance on instructions received from an officer, agent or approved service provider of the Trust. (b) In no case (i) is the indemnity of the Trust to be deemed to protect Xxxxxx or any other person against any liability to which Xxxxxx or such person otherwise would be subject by reason of Disqualifying Conduct by such party, or (ii) is the Trust to be liable to Xxxxxx under the indemnity agreement contained in this Section 6 with respect to any claim made against Xxxxxx or any person indemnified unless Xxxxxx or other person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been genuine and signedserved upon Xxxxxx or such other person (or after Xxxxxx or the person shall have received notice of service on any designated agent). However, countersigned or executed by a person duly authorized by the Trust, excepting only the gross negligence or bad faith of Xxxxxx. In any case in which failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may be asked have to indemnify Xxxxxx or hold Xxxxxx harmless, the any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. (c) The Trust shall be advised entitled to participate at their own expense in the defense or, if they so elect, to assume the defense of all pertinent facts concerning the situation in question and Xxxxxx shall use reasonable care any suit brought to identify and notify enforce any claims subject to this indemnity provision. If the Trust promptly concerning elect to assume the defense of any situation which presents or appears likely to present a claim for indemnification against the Trust. The Trust shall have the option to defend Xxxxxx against any Claim which may be the subject of indemnification under this Section 10.1. In the event that the Trust elects to defend against such Claimclaim, the defense shall be conducted by counsel chosen by the Trust and reasonably satisfactory to Xxxxxxthe indemnified defendants in the suit whose approval shall not be unreasonably withheld. Xxxxxx may In the event that the Trust elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel at retained by them. If the Trust do not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. (d) The Trust agree to notify Xxxxxx promptly of the commencement of any litigation or proceedings against it or any of its expense. Except officers or Trustees in connection with the prior written consent issuance or sale of the Trust, Xxxxxx shall not confess any Claim Shares or make any compromise in any case in which the Trust will be asked to indemnify XxxxxxCreation Units.

Indemnification of Xxxxxx. The Trust will Seller and Parent shall indemnify and hold Xxxxxx harmlessif Xxxxxx is or was a party or is threatened to be made a party to any threatened, from all lossespending or completed action, claimssuit, damagesproceeding or any alternative dispute resolution mechanism, liabilities whether civil, criminal, administrative or investigative by reason of the fact that Xxxxxx is or was a director, officer, employee or agent of Seller or Parent, or any subsidiary of Seller or Parent, or by reason of the fact that Xxxxxx is or was serving at the request of Seller or Parent as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable fees attorneys' fees), judgments, fines and disbursements of counselamounts paid in settlement (if such settlement is approved in advance by Seller or Parent, which approval shall not be unreasonably withheld) from any claim, demand, action or suit (collectively, "Claims") (a) arising actually and reasonably incurred by Xxxxxx in connection with misstatements such action, suit or omissions proceeding if Xxxxxx acted in each Fund's Prospectusgood faith and in a manner Xxxxxx reasonably believed to be in or not opposed to the best interests of Seller or Parent, actions and, with respect to any criminal action or inactions proceeding, had no reasonable cause to believe Xxxxxx'x conduct was unlawful. The termination of any action, suit or proceeding by the Trust or any of its agents or contractors or the performance of Xxxxxx'x obligations hereunder and (b) not resulting from the willful misfeasancejudgment, bad faithorder, settlement, conviction, or gross negligence upon a plea of Xxxxxxnolo contendere or its equivalent, its officersshall not, employees of itself, create a presumption that Xxxxxx did not act in good faith and in a manner which Xxxxxx reasonably believed to be in or agents, in the performance of Xxxxxx'x duties or from reckless disregard by Xxxxxx, its officers, employees or agents of Xxxxxx'x obligations and duties under this Agreement. Notwithstanding anything herein not opposed to the contrarybest interests of Seller or Parent, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Xxxxxx'x conduct was unlawful. Seller and Parent shall advance all expenses incurred by Xxxxxx in connection with the Trust will indemnify investigation, defense, settlement or appeal of any civil or criminal action, suit or proceeding referenced in this Section 6.4. Xxxxxx hereby undertakes to repay such amounts advanced only if, and hold to the extent that, it shall ultimately be determined that Xxxxxx harmless from any is not entitled to be indemnified by Seller and all losses, claims, damages, liabilities or expenses Parent as authorized hereby. The advances to be made hereunder shall be paid by Seller and Parent to Xxxxxx within thirty (including reasonable counsel fees and expenses30) resulting from any Claim as days following delivery of a result of Xxxxxx'x acting in accordance with any written instructions reasonably believed request therefor by Xxxxxx to have been executed by any person duly authorized by the Trust, or as a result of acting in reliance upon any instrument or stock certificate reasonably believed by Xxxxxx to have been genuine Seller and signed, countersigned or executed by a person duly authorized by the Trust, excepting only the gross negligence or bad faith of Xxxxxx. In any case in which the Trust may be asked to indemnify or hold Xxxxxx harmless, the Trust shall be advised of all pertinent facts concerning the situation in question and Xxxxxx shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Trust. The Trust shall have the option to defend Xxxxxx against any Claim which may be the subject of indemnification under this Section 10.1. In the event that the Trust elects to defend against such Claim, the defense shall be conducted by counsel chosen by the Trust and reasonably satisfactory to Xxxxxx. Xxxxxx may retain additional counsel at its expense. Except with the prior written consent of the Trust, Xxxxxx shall not confess any Claim or make any compromise in any case in which the Trust will be asked to indemnify XxxxxxParent.

Indemnification of Xxxxxx. The Trust will indemnify and hold Xxxxxx harmless, from all losses, claims, damages, liabilities or expenses (including reasonable fees and disbursements of counsel) from any claim, demand, action or suit (collectively, "Claims") (a) arising in connection with misstatements or omissions in each Fund's Prospectus, actions or inactions by the Trust or any of its agents or contractors or the performance of Xxxxxx'x obligations hereunder and (b) not resulting from the willful misfeasance, bad faith, or gross negligence of Xxxxxx, its officers, employees or agents, in the performance of Xxxxxx'x duties or from reckless disregard by Xxxxxx, its officers, employees or agents of Xxxxxx'x obligations and duties under this Agreement. Notwithstanding anything herein to the contrary, the Trust will indemnify and hold Xxxxxx harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any Claim as a result of Xxxxxx'x acting in accordance with any written instructions reasonably believed by Xxxxxx to have been executed by any person duly authorized by the Trust, or as a result of acting in reliance upon any instrument or stock certificate reasonably believed by Xxxxxx to have been genuine and signed, countersigned or executed by a person duly authorized by the Trust, excepting only the gross negligence or bad faith of Xxxxxx. In any case in which the Trust may be asked to indemnify or hold Xxxxxx harmless, the Trust shall be advised of all pertinent facts concerning the situation in question and Xxxxxx shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification against the Trust. The Trust shall have the option to defend Xxxxxx against any Claim which may be the subject of indemnification under this Section 10.1. In the event that the Trust elects to defend against such Claim, the defense shall be conducted by counsel chosen by the Trust and reasonably satisfactory to Xxxxxx. Xxxxxx may retain additional counsel at its expense. Except with the prior written consent of the Trust, Xxxxxx shall not confess any Claim or make any compromise in any case in which the Trust will be asked to indemnify Xxxxxx. i: dsfndlgl\boardmtg\1096meet\jpmssa1 4