By Invesco Sample Clauses

By Invesco. In the event any claim is brought by any third party against Ibbotson or any of its affiliates that relates to, arises out of or is based upon the performance by Invesco of its obligations hereunder, or the failure of Invesco, or any of Invesco's affiliates, as the case may be, to comply with any law, rule or regulation relating to the Trusts, or use of the Ibbotson Property by the Trusts, Invesco, or any of Invesco's affiliates, Ibbotson or any of its affiliates shall promptly notify Invesco and Invesco shall defend such claim at Invesco's expense and under Invesco's control. Invesco shall indemnify and hold harmless Ibbotson or any of its 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. Ibbotson or any of its affiliates shall have the right, at their expense, to participate in the defense of such claim through counsel of their own choosing; provided, however, that Invesco shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, neither Ibbotson nor any of its 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 gross negligence or willful misconduct of Ibbotson or any of its affiliates, or Ibbotson's actions or inactions in connection with its role as Supervisor.
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