Common use of By C&S Clause in Contracts

By C&S. In the event any claim is brought by any third party against ▇▇▇ ▇▇▇▇▇▇, any of the ▇▇▇▇▇ & STEERS UIT(s), or any of ▇▇▇ ▇▇▇▇▇▇'▇ 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, ▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇ & STEERS UIT(s), or ▇▇▇ ▇▇▇▇▇▇'▇ 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 ▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇ & STEERS UIT(s), and ▇▇▇ ▇▇▇▇▇▇'▇ 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. ▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇ & STEERS UIT(s), or ▇▇▇ ▇▇▇▇▇▇'▇ 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 ▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇ & STEERS UIT(s), nor any of ▇▇▇ ▇▇▇▇▇▇'▇ 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 ▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇ & STEERS UIT(s), or ▇▇▇ ▇▇▇▇▇▇'▇ affiliates.

By C&S. In the event any claim is brought by any third party against ▇▇▇ ▇▇▇▇▇▇, any of the ▇▇▇▇▇ & STEERS UIT(s)Trusts, or any of ▇▇▇ ▇▇▇▇▇▇'▇ 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, ▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇ & STEERS UIT(s)Trusts, or ▇▇▇ ▇▇▇▇▇▇'▇ 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 ▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇ & STEERS UIT(s)Trusts, and ▇▇▇ ▇▇▇▇▇▇'▇ 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. ▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇ & STEERS UIT(s)Trusts, or ▇▇▇ ▇▇▇▇▇▇'▇ 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 ▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇ & STEERS UIT(s)Trusts, nor any of ▇▇▇ ▇▇▇▇▇▇'▇ 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 ▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇ & STEERS UIT(s)Trusts, or ▇▇▇ ▇▇▇▇▇▇'▇ affiliates.