By C&S. In the event any claim is brought by any third party against Xxx Xxxxxx, any of the XXXXX & STEERS UIT(s), or any of Xxx Xxxxxx'x affiliates that relates to, arises out of or is based upon the performance by C&S of their respective obligations hereunder, or the failure of C&S to comply with any law, rule or regulation, Xxx Xxxxxx, the XXXXX & STEERS UIT(s), or Xxx Xxxxxx'x affiliates, as the case may be, shall promptly notify C&S and C&S shall defend such claim at its expense and under its control. C&S shall indemnify and hold harmless Xxx Xxxxxx, the XXXXX & STEERS UIT(s), and Xxx Xxxxxx'x affiliates against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorneys' fees) arising from or related to such claim, whether or not such claim is successful. Xxx Xxxxxx, the XXXXX & STEERS UIT(s), or Xxx Xxxxxx'x affiliates, as the case may be, shall have the right, at their expense, to participate in the defense of such claim through counsel of their own choosing; provided, however, C&S shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, neither Xxx Xxxxxx, the XXXXX & STEERS UIT(s), nor any of Xxx Xxxxxx'x affiliates shall be entitled to indemnification hereunder to the extent that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the negligence or willful misconduct of Xxx Xxxxxx, the XXXXX & STEERS UIT(s), or Xxx Xxxxxx'x affiliates.
By C&S. During the Term of this Agreement, C&S shall carry and maintain the following policies of insurance issued by recognized, reputable insurers reasonably acceptable to Tops, in forms satisfactory to Tops acting reasonably, and naming Tops as an additional insured on all policies except the Workers’ Compensation policy of insurance:
By C&S. In the event any claim is brought by any third party against Van Kampen, any of the COHEN & STEERS UIT(s), or any of Van Kampen's axxxxxxxxx that relates xx, xrises out of or is based upox xxx xxxxxxmance by C&S of their respective obligations hereunder, or the failure of C&S to comply with any law, rule or regulation, Van Kampen, the COHEN & STEERS UIT(s), or Van Kampen's affiliates, as xxx xxxx xay be, xxxxl promptly notify C&S xxx X&X xxxll defend such claim at its expense and under its control. C&S shall indemnify and hold harmless Van Kampen, the COHEN & STEERS UIT(s), and Van Kampen's affiliates agaxxxx xxx xudgmenx, xxability, loss, cost or xxxxxx (xxxluding litigation costs and reasonable attorneys' fees) arising from or related to such claim, whether or not such claim is successful. Van Kampen, the COHEN & STEERS UIT(s), or Van Kampen's affiliates, as xxx xxxx xay be, xxxxl have the right, at xxxxx xxxxxxe, to participate in the defense of such claim through counsel of their own choosing; provided, however, C&S shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, neither Van Kampen, the COHEN & STEERS UIT(s), nor any of Van Kampen's affiliaxxx xxxxx be entxxxxx to indemnification hereunder xx xxx xxxxnt that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the negligence or willful misconduct of Van Kampen, the COHEN & STEERS UIT(s), or Van Kampen's affiliates.
