Trust Indemnification. The Trust will indemnify, defend and hold harmless the Distributor, its several officers and directors, and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of the Trust, or arise out of, or are based upon, information furnished by or on behalf of the Trust filed in any state in order to qualify the Shares under the securities or blue sky laws thereof (“Blue Sky Application”), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Distributor, its several officers and directors, and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Trust shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Trust in reliance upon and in conformity with written information furnished to the Trust by, or on behalf of, and with respect to, the Distributor specifically for inclusion therein. The Trust shall not indemnify any person pursuant to this Section 4.3 unless the court or other body before which the proceeding was brought has rendered a final decision on the merits that such person was not liable by reason of his willful misfeasance, bad faith or gross negligence in the performance of his duties, or his reckless disregard of obligations and duties, under this Agreement (“disabling conduct”) or, in the absence of such a decision, a reasonable determination (based upon a review of the facts) that...
Trust Indemnification. (a) The Seller hereby agrees to indemnify and hold harmless Buyer and the Trust Subsidiary from and against any and all losses, claims, liabilities and damages, including, without limitation, any and all investigation, legal and other expenses reasonably incurred by either Buyer or the Trust Subsidiary in connection with, and any amount paid by either Buyer or the Trust Subsidiary in settlement of, any action, suit or proceeding brought against the Seller or either Buyer or the Trust Subsidiary, or any claim asserted against the Seller or either Buyer or the Trust Subsidiary, arising out of any act or omission of the Seller with respect to any Trust Agreement or related to the conduct of the Business, the ownership, possession or use of any Purchased Asset or the payment or performance of any Assumed Liability, in each case where such act or omission of the Seller occurred during the period prior to the Closing.
(b) Buyer hereby agrees to indemnify and hold harmless the Seller from and against any and all losses, claims, damages and liabilities, including, without limitation, any and all investigation, legal and other expenses reasonably incurred by the Seller in connection with, and any amount paid by the Seller in settlement of, any action, suit or proceeding brought against the Seller or either Buyer or the Trust Subsidiary, arising out of any act or omission of Buyer or the Trust Subsidiary with respect to any Trust Agreement or related to the conduct of the Business, the ownership, possession or use of the Purchased Assets or the payment or performance of the Assumed Liabilities, in each case where such act or omission occurred during the period after the Closing, but in no event shall such indemnification relate to actions or omissions of the Trust Subsidiary or Seller or Buyer during the period prior to the Closing.
Trust Indemnification. The Trust will indemnify and hold harmless the Distributor, its several officers and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject (a) as the result of acting as distributor of the Funds and entering into selling agreements, shareholder servicing agreements, or similar agreements with financial intermediaries on behalf of the Trust; (b) under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document (collectively, “Trust Materials”) executed by or on behalf of the Trust, (ii) information furnished by or on behalf of the Trust filed in any state in order to qualify the Shares under the securities or blue sky laws thereof (“Blue Sky Application”), (iii) any omission or alleged omission to state in any Trust Materials or Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading, or
Trust Indemnification. The Trust agrees to indemnify and hold harmless Sunstone from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses (collectively "Losses") of every nature and character which may be asserted against Sunstone or for which Sunstone may be held liable (a "Claim") arising out of or in any way relating to any of the following:
(a) any action of Sunstone required to be taken, or omitted to be taken, pursuant to the Agreement, unless a Claim resulted from Sunstone's willful misfeasance, bad faith, or negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder;
(b) Sunstone's reliance on, or use of information, data, records and documents received by Sunstone from the Trust, or any third party acting on behalf of the Trust, in the performance of Sunstone's duties and obligations hereunder;
(c) the reliance on, or the implementation of, any Instructions or any other requests of the Trust on behalf of the applicable Fund;
(d) Sunstone's acting upon telephone or electronic instructions relating to the purchase, exchange or redemption of Shares received by Sunstone in accordance with procedures established by Sunstone and the Trust;
(e) any action taken by or omission of any prior service provider;
(f) the offer or sale of Shares in violation of any requirement under the securities laws or regulations of any state that such Shares be qualified for sale in such state or in violation of any stop order or determination or ruling by any state with respect to the offer or sale of such Shares in such state; or
(g) the Trust's refusal or failure to comply with the terms of the Agreement, or any Claim that arises out of the Trust's negligence or misconduct or breach of any representation or warranty of the Trust made herein.
Trust Indemnification. 28 SECTION 6.5 EXTEN INDEMNIFICATION..................................30 SECTION 6.6 [INTENTIONALLY OMITTED.]...............................31 ARTICLE VII...................................................................31 CONDITIONS....................................................................31 SECTION 7.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE TRANSACTION............................................31 SECTION 7.2 CONDITIONS TO OBLIGATION OF THE SHAREHOLDER AND THE TRUST TO EFFECT THE TRANSACTION........................31 SECTION 7.3 CONDITIONS TO OBLIGATION OF EXTEN TO EFFECT THE TRANSACTION............................................32 SECTION 7.4 [INTENTIONALLY OMITTED.]...............................33 ARTICLE VIII..................................................................33
Trust Indemnification. The Trust agrees to indemnify and hold the Servicer and its directors, officers, employees and agents harmless of, from and against any and all loss, liability, cost, damage or expense, including reasonable attorneys’ fees and disbursements (collectively, “Costs and Damages”), resulting from:
(1) Any failure of the Trust to pay the fees and expenses provided for under Article III hereof;
(2) Any breach by the Trust or the Secured Party of their respective obligations hereunder;
(3) Any violation of the Fair Debt Collection Practices Act or other borrower or consumer protection laws based in whole or in part on collection activities conducted by any insurer or guarantor (which terms do not include the Guarantor) of a Serviced Loan or Defaulted Loan (including the Servicer’s failure to comply with instructions provided to any such other party by or on behalf of a Borrower); or
(4) The Servicer’s performance of the Services hereunder (including, without limitation, any Costs and Damages arising from the Servicer being made a defendant in or being required to appear in any legal action or other proceeding relating to the Serviced Loans or Defaulted Loans), except to the extent arising from the Servicer’s (i) negligence, (ii) willful misconduct, or (iii) breach of the terms of this Agreement (including its obligation to comply with the Program Requirements).
Trust Indemnification. The Trust and PrimeWest Energy jointly and severally agree to indemnify and hold harmless CF&Co, the directors, officers, partners, employees and agents of CF&Co and each person, if any, who (i) controls CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with CF&Co (a "CF&CO AFFILIATE") from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement, provided that any such settlement is effected with the written consent of the Trust (in accordance with this Section 9(a)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which CF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (i) any untrue statement or alleged untrue statement of a material fact contained in the Canadian Prospectus, the U.S. Basic Prospectus, the U.S. Prospectus, or any amendment or supplement thereto, or in any other material or document filed under any applicable securities laws or delivered by or on behalf of the Trust or PrimeWest Energy or pursuant to this Agreement or (ii) the omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that the indemnity contained in this SECTION 9(a) shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Units pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance on and in conformity with information relating to CF&Co and furnished in writing to the Trust or PrimeWest Energy by CF&Co expressly for inclusion in any of the Canadian Prospectus, U.S. Basic Prospectus or U.S. Prospectus or any amendment or supplement thereto or any other material or document filed under any applicable securities laws or delivered pursuant to this Agreement...
Trust Indemnification. The Trust shall indemnify each Trustee and officer of this Trust from any and all loss (including without limitation all attorneys’ fees and costs of defense) occasioned by such person’s service as a Trustee or officer of this Trust, as the case may be, to the greatest extent permitted by law, except to the extent of actions which do not meet the standard of care required by section 10.1, above.
Trust Indemnification. The Trust will indemnify, defend and hold harmless the Distributor, its several officers and directors, and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of the Trust, or arise out of, or are based upon, information furnished by or on behalf of the Trust filed in any state in order to qualify the Shares under the securities or blue sky laws thereof (“Blue Sky Application”), or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Distributor, its several officers and directors, and any person who controls the Distributor within the meaning of
