Indemnification of Fund. Xxxxxx agrees to indemnify and hold harmless the Fund and each person who has been, is, or may hereafter be a Trustee of the Fund against expenses reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of any misrepresentation or omission to state a material fact, or out of any alleged misrepresentation or omission to state a material fact, on the part of Xxxxxx or any agent or employee of Xxxxxx or any other person for whose acts Xxxxxx is responsible or is alleged to be responsible unless such misrepresentation or omission was made in reliance upon written information furnished by the Fund. Xxxxxx also agrees likewise to indemnify and hold harmless the Fund and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Xxxxxx’x (or an affiliate of Xxxxxx’x) failure to exercise reasonable care and diligence with respect to its services rendered in connection with investment, reinvestment, automatic withdrawal and other plans for shares. The term “expenses” includes amounts paid in satisfaction of judgments or in settlements which are made with Xxxxxx’x consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Fund or a Trustee may be entitled as a matter of law.
Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (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 not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume...
Indemnification of Fund. Xxxxxxxx Distributors agrees to indemnify and hold harmless the Fund and each person who has been, is, or may hereafter be a Trustee of the Fund against expenses reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of any misrepresentation or omission to state a material fact, or out of any alleged misrepresentation or omission to state a material fact, on the part of Xxxxxxxx Distributors or any agent or employee of Xxxxxxxx Distributors or any other person for whose acts Xxxxxxxx Distributors is responsible or is alleged to be responsible unless such misrepresentation or omission was made in reliance upon written information furnished by the Fund. Xxxxxxxx Distributors also agrees likewise to indemnify and hold harmless the Fund and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Franklin Distributors’ (or an affiliate of Franklin Distributors’) failure to exercise reasonable care and diligence with respect to its services rendered in connection with investment, reinvestment, automatic withdrawal and other plans for shares. The term “expenses” includes amounts paid in satisfaction of judgments or in settlements which are made with Franklin Distributors’ consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Fund or a Trustee may be entitled as a matter of law.
Indemnification of Fund. The Distributor agrees to indemnify the Company and the Fund against any and all litigation and other legal proceedings of any kind or nature and against any liability, judgment, cost or penalty imposed as a result of such litigation or proceedings in any way arising out of or in connection with the sale or distribution of the Shares of the Fund by the Distributor. In the event of the threat or institution of any such litigation or legal proceedings against the Company or the Fund, the Distributor shall defend such action on behalf of the Company and the Fund at its own expense, and shall pay any such liability, judgment, cost or penalty resulting therefrom, whether imposed by legal authority or agreed upon by way of compromise and settlement; provided, however, that the Distributor shall not be required to pay or reimburse the Company or the Fund for any liability, judgment, cost or penalty incurred as a result of an omission to supply information by the Company or the Fund to the Distributor, or to the Distributor by a director, officer or employee of the Company who is not an Interested Person of the Distributor (as defined in Section 2(a)(19) of the 1940 Act and the rules, regulations and releases relating thereto), unless the information so supplied or omitted was available to the Distributor or the Fund's investment adviser without recourse to the Company or the Fund or any such Interested Person of the Company or the Fund.
Indemnification of Fund. The Adviser agrees to indemnify and hold harmless the Trust and Trust's Trustees and officers from all loss, damage and liability, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants' and counsel fees, incurred by the Trust in connection with the defense or disposition of any body, related to or resulting from (i) any breach or violation of this Agreement by the Adviser; (ii) any breach of fiduciary duty with respect to the receipt of compensation for services; and (iii) any willful misfeasance, bad faith or gross negligence on the part of the Advisor in the performance of its duties or from reckless disregard by it of its duties under this Agreement.
Indemnification of Fund. Underwriter, to the extent of the net commissions received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Fund, and each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of the Fund, against any loss, damage or expense (including the reasonable costs of investigation) reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements not misleading, on the part of Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, unless such statement or omission was made in reliance upon written information furnished by the Fund. Underwriter likewise, to the extent of the net commissions received by it from the sale of Shares but to no greater amount, agrees to indemnify and hold harmless the Fund and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Underwriter's failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares. The term "expenses" for purposes of this and the next paragraph includes amounts paid in satisfaction of judgments or in settlements which are made with Underwriter's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Fund or each such person may be entitled as a matter of law.
Indemnification of Fund the Manager, the Commodity Subadvisor, the
Indemnification of Fund a. The Adviser will indemnify and hold the Fund and its directors, officers, agents, and employees free and harmless from any loss, claim, damages, tax, penalty, liability, disbursement, litigation expenses, attorneys fees, and expenses or court costs arising out of, or in any way relating to:
(i) The enforcement of this Agreement;
(ii) All actions or omissions of the Fund, its directors, officers, agents and employees, provided that the Fund, its directors, officers, agents or employees were not engaged in willful misfeasance, bad faith or gross negligence in the performance of the their duties, or in reckless disregard of their obligations and duties hereunder; and,
(iii) The Adviser's refusal or failure to comply with the terms with this Agreement which arise out of the Adviser's willful misfeasance, bad faith or gross negligence. Notwithstanding the foregoing, indemnification shall not extend to the Fund, its directors, officers, agents or employees to the extent that any enforcement action is instituted by such party and the action is not settled and does not result in any final judgment in favor of such party.
b. The Fund will indemnify and hold the Adviser and its directors, officers, agents and employees free and harmless from any loss, claim, damages, tax, penalty, liability, disbursement, litigation expenses, attorneys fees and expenses or court costs arising out of, or in any way relating to:
(i) The enforcement of this Agreement;
(ii) All actions or omissions of the Adviser, its directors, officers, agents and employees, as to its duties and obligation pursuant to this Agreement, provided that the Adviser, its directors, officers, agents or employees were not engaged in willful misfeasance, bad faith or gross negligence in the performance of the their duties hereunder, or by reason of reckless disregard of their obligations and duties hereunder;
(iii) The Fund's refusal or failure to comply with the terms with this Agreement which arise out of the Fund's willful misconduct, bad faith or gross negligence;
(iv) The reliance on, or the carrying out, any instructions of the officers or Directors of the Fund; and,
(v) The offer or sale by other than the Adviser of the Fund's shares in violation of any requirement under Federal Securities laws or regulations or the Securities laws or regulations or any state or in violation of any stop order or other determination or ruling by a Federal or State agency, with respect to the offer or sale of such share...
Indemnification of Fund. Adviser, General Partner, and Directors and Officers. The Underwriter agrees to indemnify and hold harmless the Fund, the Adviser, the directors of the Fund, the general partner of the Adviser, each of the Fund's officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) including the Rule 430A Information and the Rule 434 Information, if applicable, or in any preliminary prospectus/statement or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund by the Underwriter expressly for use in the Registration Statement (or any amendment thereto), or any preliminary prospectus/statement or the Prospectus (or any amendment or supplement thereto).
Indemnification of Fund. The Company agrees that, if and whenever the Fund is or was a party or is threatened to be made a party to or is in any way involved in any Claim (including without limitation any such Claim brought by or in the right of the Company), by reason of the fact that (i) the Director is or was an Agent, (ii) by reason of anything done or not done by the Director in such capacity, or (iii) by reason of the fact that the Fund is or was acting as an express agent of the Company upon the request of the Company and solely for the benefit of the Company (provided that the fact that the Fund will incidentally benefit as a shareholder from such action will not alone mean that such action is not or was not solely for the benefit of the Company), the Company shall indemnify the Fund against all Expenses actually and reasonably incurred by the Fund or on the Fund’s behalf in connection with such Claim (including but not limited to in connection with the investigation, defense, settlement or appeal of such Claim) except to the extent that any such Expenses arise from a Claim for which the Director is not entitled to indemnification hereunder pursuant to Section 8 hereof or under applicable law.
