Indemnity by the Fund. To the extent permitted by law, the Fund agrees to protect, hold harmless and indemnify each of the Underwriters and each and every one of the Indemnified Persons from and against all Losses, which any such Underwriter or any of them may be subject to or suffer or incur, whether under the provisions of any statute or otherwise, and which are caused or incurred by or arise directly or indirectly by reason of or in consequence of:
(i) any information or statement (except any information or statement furnished by or relating solely to the Underwriters or any of them or the Corporation or relating to any period up to and including May 29, 2003) contained in the Prospectus or in any certificate of the Fund delivered under this Agreement which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation;
(ii) any omission or alleged omission to state in the Prospectus or any certificate of the Fund delivered under this Agreement or pursuant to this Agreement any material fact or information (except facts or information furnished by or relating solely to the Underwriters or any of them or the Corporation or relating to any period up to and including May 29, 2003), required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made;
(iii) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission or other competent authority based upon any untrue statement or omission, or alleged untrue statement or alleged omission or any misrepresentation or alleged misrepresentation (except a statement or omission or alleged statement or omission furnished by or relating solely to the Underwriters or any of them or the Corporation or relating to any period up to and including May 29, 2003) in the Prospectus or based upon any failure to comply with Canadian Securities Laws (other than any failure or alleged failure to comply by the Underwriters or any of them or the Corporation), preventing or restricting the trading in or the sale or distribution of the units of the Fund issuable pursuant to the Exchange Agreement in any of the Qualifying Jurisdictions;
(iv) any breach of a representation or warranty made in this Agreement by the Fund or the failure of the Fund to comply with any of its obligations hereunder; or
(v) the Fund not complying with any requirement of any Canadian S...
Indemnity by the Fund. The Fund shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Fund or upon reasonable reliance on information or records given or made by the Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct.
