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. 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. 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.