Common use of Indemnification of Xxxxxx Clause in Contracts

Indemnification of Xxxxxx. (a) The Trust agrees to indemnify and hold harmless Xxxxxx and each of its managers and officers and each person, if any, who 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, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person 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 any inaccuracy of Trust’s representations, (v) any claim brought under Section 11 of the 1933 Act or (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.

Indemnification of Xxxxxx. (a) The Trust agrees to indemnify and hold harmless Xxxxxx and each of its managers and officers and each person, if any, who 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, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person 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 any inaccuracy of Trust’s representations, (v) any claim brought under the Trust’s violation of Section 11 of the 1933 Act or (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.