Common use of Indemnification Related to Disclosure Documents Clause in Contracts

Indemnification Related to Disclosure Documents. (1) The Fund and the Adviser, jointly and severally, agree to hold harmless the Sub-adviser, its directors and officers, and each person, if any, who controls the Sub-adviser within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the 1934 Act from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Fund's Registration Statement, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as "Disclosure Documents") or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Fund or the Adviser by the Sub-adviser which the Fund or Adviser had informed the Sub-adviser was to be used, or which the Sub-adviser had acknowledged was to be used, in the particular Disclosure Document. (2) The Sub-adviser agrees to indemnify and hold harmless the Fund and the Adviser, their directors and officers, and each person, if any, who controls the Fund or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Fund and the Adviser to the Sub-adviser, but only with respect to information furnished in writing by it which the Fund or Adviser had informed the Sub-adviser was to be used in the Disclosure Documents. In case any action or proceeding shall be brought against the Fund or the Adviser, their directors or officers, or any such controlling persons, in respect of which indemnity may be sought against the Sub-adviser, the Sub-adviser shall have the rights and duties given to the Fund and the Adviser, and the Fund or the Adviser, their directors or officers, or such controlling persons shall have the rights and duties given to the Sub-adviser, by the preceding paragraph.

Indemnification Related to Disclosure Documents. (1) The Fund and the Adviser, jointly and severally, agree to hold harmless the Sub-adviser, its directors and officers, and each person, if any, who controls the Sub-adviser within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the 1934 Act from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Fund's ’s Registration Statement, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as "“Disclosure Documents"”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Fund or the Adviser by the Sub-adviser which the Fund or Adviser had informed the Sub-adviser was to be used, or which the Sub-adviser had acknowledged was to be used, in the particular Disclosure Document. (2) The Sub-adviser agrees to indemnify and hold harmless the Fund and the Adviser, their directors and officers, and each person, if any, who controls the Fund or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Fund and the Adviser to the Sub-adviser, but only with respect to information furnished in writing by it which the Fund or Adviser had informed the Sub-adviser was to be used in the Disclosure Documents. In case any action or proceeding shall be brought against the Fund or the Adviser, their directors or officers, or any such controlling persons, in respect of which indemnity may be sought against the Sub-adviser, the Sub-adviser shall have the rights and duties given to the Fund and the Adviser, and the Fund or the Adviser, their directors or officers, or such controlling persons shall have the rights and duties given to the Sub-adviser, by the preceding paragraph.

Indemnification Related to Disclosure Documents. (1) The Fund a. Empower Funds and the Adviser, jointly and severally, agree to hold harmless the Sub-adviserAdviser, its directors and officers, and each person, if any, who controls the Sub-adviser Adviser within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the 1934 Act from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Fund's Registration StatementEmpower Funds registration statement, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as "“Disclosure Documents"”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Fund Empower Funds or the Adviser by the Sub-adviser Adviser which Empower Funds or the Fund or Adviser had informed the Sub-adviser Adviser was to be used, or which the Sub-adviser Adviser had acknowledged was to be used, in the particular Disclosure Document. (2) b. The Sub-adviser Adviser agrees to indemnify and hold harmless the Fund Empower Funds and the Adviser, their directors and officers, and each person, if any, who controls the Fund Empower Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Fund Empower Funds and the Adviser to the Sub-adviserAdviser, but only with respect to information furnished in writing by it which Empower Funds or the Fund or Adviser had informed the Sub-adviser Adviser was to be used in the Disclosure Documents. In case any action or proceeding shall be brought against the Fund Empower Funds or the Adviser, their directors or officers, or any such controlling persons, in respect of which indemnity may be sought against the Sub-adviserAdviser, the Sub-adviser Adviser shall have the rights and duties given to the Fund Empower Funds and the Adviser, and the Fund Empower Funds or the Adviser, their directors or officers, or such controlling persons shall have the rights and duties given to the Sub-adviserAdviser, by the preceding paragraph.

Indemnification Related to Disclosure Documents. (1) The Fund a. Empower Funds and the Adviser, jointly and severally, agree to hold harmless the Sub-adviserAdviser, its directors and officers, and each person, if any, who controls the Sub-adviser Adviser within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the 1934 Act from and against any and all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Fund's Registration StatementEmpower Funds registration statement, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as "“Disclosure Documents"”) or arising out of or based upon any omission or alleged omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any if such untrue statement or omission or allegation thereof was made based upon information furnished in writing to the Fund Sub-Adviser by Empower Funds or the Adviser by the Sub-adviser which the Fund or Adviser had informed the Sub-adviser was to be used, or which the Sub-adviser had acknowledged was to be used, for use in the particular Disclosure Document. (2) b. The Sub-adviser Adviser agrees to indemnify and hold harmless the Fund Empower Funds and the Adviser, their directors and officers, and each person, if any, who controls the Fund Empower Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Fund Empower Funds and the Adviser to the Sub-adviserAdviser in subsection (a), but only with respect to information furnished in writing to Empower Funds or the Adviser by it which the Fund or Adviser had informed the Sub-adviser was to be used Adviser for use in the Disclosure Documents. In case any action or proceeding shall be brought against the Fund Empower Funds or the Adviser, their directors or officers, or any such controlling persons, in respect of which indemnity may be sought against the Sub-adviserAdviser, the Sub-adviser Adviser shall have the rights and duties given to the Fund Empower Funds and the Adviser, and in case any action or proceeding shall be brought against the Fund or the Sub-Adviser, their its directors or officers, or any such controlling persons persons, in respect of which indemnity may be sought against Empower Funds or the Adviser, Empower Funds or the Adviser, shall have the rights and duties given to the Sub-adviserAdviser, by the preceding paragraph.