By the Corporation. The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prep...
By the Corporation. The Corporation may, in its discretion, terminate Executive’s employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the “Termination Date”). Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease.
By the Corporation. This Agreement and all of the Corporation’s rights and obligations hereunder shall not be assignable by the Corporation except as incident to a reorganization, merger or consolidation, or transfer of all or substantially all of the Corporation’s assets; provided that the assignee in such reorganization, merger, consolidation or transfer assumes all of the Corporation’s obligations hereunder.
By the Corporation. (i) Except as is otherwise expressly provided herein, the Corporation, for itself, its subsidiaries and other affiliates, agents, attorneys, representatives, officers, directors, shareholders, predecessors, successors and assigns and all persons claiming by, through, for or under any of them or on any of their behalf, hereby fully and forever releases and discharges Executive, his affiliates, heirs and assigns (individually, an “Executive Releasee” and collectively, “Executive Releasees”), from any and all Claims which the Corporation may have had, may now have, or may hereafter claim or assert against the Executive Releasees, on account of any matter whatsoever, arising out of or relating to (A) Executive’s employment or termination of employment, service as an officer, director of or fiduciary acting on behalf of the Corporation, or any other association with the Corporation, its subsidiaries or any of its other affiliates (whether as an employee, officer, director, shareholder or otherwise), or (B) any other act, event, failure to act or thing which has occurred or was created at any time on or before the Date of Termination.
By the Corporation. The Corporation, on behalf of each Fund, shall indemnify and hold SACS (including any affiliate of SACS), and the directors, trustees, officers and employees of SACS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (“Losses”) arising out of or attributable to:
By the Corporation. The Corporation agrees to indemnify the Distributor and its officers, directors and controlling persons (within the meaning of the federal securities laws), and the officers and directors of its controlling persons, for any liability and expenses, including reasonable attorneys' fees, which may be sustained by any of the indemnitees as a result of (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus or Statement of Additional Information with respect to the Shares, (ii) any omission or alleged omission to state a material fact required to be stated in the Registration Statement, Prospectus or Statement of Additional Information or necessary to make the statements in any of them not misleading, or (iii) the Corporation's willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties and obligations hereunder; provided, however, that the Corporation shall not be required to indemnify the Distributor or any of its officers, directors or controlling persons, or the officers and directors of its controlling persons, for any liability or expenses arising out of or based upon any statements or representations made by the Distributor or its agents other than such statements or representations as are contained in the Registration Statement, Prospectus or Statement of Additional Information with respect to the Shares (other than statements or omissions relating to the Distributor) and in such other financial and other statements as are furnished to the Distributor pursuant to paragraph 5(c) hereof.
By the Corporation. At any time during the term of this Agreement, the Corporation shall be entitled to terminate this Agreement and the Executive’s employment with the Corporation without Cause by providing prior written notice of at least 30 calendar days to the Executive. Upon termination by the Corporation of this Agreement and the Executive’s employment with the Corporation without Cause, the Corporation shall pay the Executive or his heirs, administrators or executors any earned but unpaid Base Salary through the Executive’s last date of employment with the Corporation and reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Corporation during the period ending on the termination date. The Corporation shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions through the last date of the Executive’s employment with the Corporation. Notwithstanding the foregoing, Executive shall be entitled to receive his regular salary plus all benefits under the Benefit Plan for a period of 90 days after Executive’s last day of employment and continued coverage, at the Corporation’s expense, under all Benefits Plans in which the Executive was a participant immediately prior to his last date of employment with the Corporation, or, in the event that any such Benefit Plans do not permit coverage of the Executive following his last date of employment with the Corporation, under benefit plans that provide no less coverage than such Benefit Plans, for a period of 90 calendar days following the termination of employment.
By the Corporation. To the extent permitted by law, the Corporation will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, and each person, if any, who controls such Holder within the meaning of the U.S. Securities Act or U.S. Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the U.S. Securities Act, the U.S. Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”):