Common use of Distributor Indemnification Clause in Contracts

Distributor Indemnification. The Distributor will indemnify, defend and hold harmless the Trust, the Trust's several officers and trustees and any person who controls the Trust within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 hereof or its agreements in subsection 2 of Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Trust, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or in conformity with information furnished in writing to the Trust or any of its several officers and trustees by or on behalf of and with respect to the Distributor specifically for inclusion therein, and will reimburse the Trust, the Trust's several officers and trustees, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor will shall indemnify, defend and hold harmless the TrustCompany, each Fund, the TrustCompany's several officers and trustees directors and any person who controls the Trust Company or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereofthereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 hereof of Section V or its agreements in subsection 2 of the Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the TrustCompany, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or and in conformity with information furnished in writing to the Trust Company or any of its several officers and trustees directors by or on behalf of and with respect to the Distributor specifically for inclusion therein, and will shall reimburse the TrustCompany, each Fund, the TrustCompany's several officers and trusteesdirectors, and any person who controls the Trust Company or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably reasonable incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor will shall indemnify, defend and hold harmless the TrustCompany, each Fund, the TrustCompany's several officers and trustees and any person who controls the Trust Company or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereofthereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 hereof of Section VI or its agreements in subsection 2 of Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the TrustCompany, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or and in conformity with information furnished in writing to the Trust Company or any of its several officers and trustees by or on behalf of and with respect to the Distributor specifically for inclusion therein, and will shall reimburse the TrustCompany, each Fund, the TrustCompany's several officers and trustees, and any person who controls the Trust Company or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor will indemnify, defend and hold harmless the Trust, each Fund, the Trust's ’s several officers and trustees and any person who controls the Trust or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereof) arise out of, or are based upon, any breach of its representations representations, warranties and warranties in subsection 2 hereof or its agreements in subsection 2 of Section II hereofherein, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document documents executed by or on behalf of the Trust, Trust or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or and in conformity with information furnished in writing to the Trust or any of its several officers and trustees by or on behalf of and with respect to the Distributor specifically for inclusion therein, and will reimburse the Trust, each Fund, the Trust's ’s several officers and trustees, and any person who controls the Trust or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor will indemnify, defend indemnify and hold harmless the Trust, the Trust's several officers and trustees and any person who controls the Trust within the meaning of Section 15 of the 1933 Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 hereof or its agreements in subsection 2 of Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the ProspectusesProspectus, any Blue Sky Application or any application or other document executed by or on behalf of the Trust, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or in conformity with information furnished in writing to the Trust or any of its several officers and trustees by or on behalf of and with respect to the Distributor specifically for inclusion therein, and will reimburse the Trust, the Trust's several officers and trustees, and any person who controls the Trust within the meaning of Section 15 of the 1933 Securities Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor will indemnify, defend indemnify and hold harmless the Trust, the Trust's several officers and trustees and any person who controls the Trust within the meaning of Section 15 of the 1933 Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 hereof or its agreements in subsection 2 of Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the Trust, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or in conformity with information furnished in writing to the Trust or any of its several officers and trustees by or on behalf of and with respect to the Distributor specifically for inclusion therein, and will reimburse the Trust, the Trust's several officers and trustees, and any person who controls the Trust within the meaning of Section 15 of the 1933 Securities Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor will indemnify, defend and hold harmless the Trust, each Portfolio, the Trust's several officers and trustees and any person who controls the Trust or any Portfolio within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereof) arise out of, or are based upon, any breach of its representations representations, warranties and warranties in subsection 2 hereof or its agreements in subsection 2 of Section II hereofherein, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document documents executed by or on behalf of the Trust, Trust or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or and in conformity with information furnished in writing to the Trust or any of its several officers and trustees by or on behalf of and with respect to the Distributor specifically for inclusion therein, and will reimburse the Trust, each Portfolio, the Trust's several officers and trustees, and any person who controls the Trust or any Portfolio within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor will indemnify, defend and hold harmless the TrustFund, the TrustFund's several officers and trustees and any person who controls the Trust Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, liabilities joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 hereof of this Section V or its agreements in subsection 2 or 3 of Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the ProspectusesProspectus, any Blue Sky Application or any application or other document executed by or on behalf of the TrustFund, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or in conformity with information furnished in writing to the Trust Fund or any of its several officers and trustees by or on behalf of or otherwise approved by and with respect to the Distributor specifically for inclusion therein, and will reimburse the TrustFund, the TrustFund's several officers and trustees, and any person who controls the Trust Fund or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim. The Distributor shall advance reasonable attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 4, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Fund shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party trustees of the Fund (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is a reasonable likelihood that such person ultimately will be found entitled to indemnification hereunder.

Distributor Indemnification. The Distributor will indemnify, defend and hold harmless the Fund, the Trust, the Trust's several officers and trustees and any person who controls the Trust within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, liabilities joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 hereof of this Section V or its agreements in subsection 2 or 3 of Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the ProspectusesProspectus, any Blue Sky Application or any application or other document executed by or on behalf of the TrustTrust in respect of the Fund, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or in conformity with information furnished in writing to the Trust or any of its several officers and trustees by or on behalf of or otherwise approved by and with respect to the Distributor specifically for inclusion therein, and will reimburse the Fund, the Trust, the Trust's several officers and trustees, and any person who controls the Trust or any series within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim. The Distributor shall advance reasonable attorneys' fees and other expenses incurred by any person in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this subsection 4, so long as: (i) such person shall undertake to repay all such advances unless it is ultimately determined that he is entitled to indemnification hereunder; and (ii) such person shall provide security for such undertaking, or the Fund and the Trust shall be insured against losses arising by reason of any lawful advances, or a majority of a quorum of the disinterested, non-party trustees of the Trust (or an independent legal counsel in a written opinion) shall determine based on a review of readily available facts (as opposed to a full trial-type inquiry) that there is a reasonable likelihood that such person ultimately will be found entitled to indemnification hereunder.

Distributor Indemnification. The Distributor will shall indemnify, defend and hold harmless the TrustCompany, each Fund, the TrustCompany's several officers and trustees directors and any person who controls the Trust Company or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereofthereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 hereof of Section VI or its agreements in subsection 2 of Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the TrustCompany, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or and in conformity with information furnished in writing to the Trust Company or any of its several officers and trustees by or on behalf of and 7 8 with respect to the Distributor specifically for inclusion therein, and will shall reimburse the TrustCompany, each Fund, the TrustCompany's several officers and trusteesdirectors, and any person who controls the Trust Company or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor will shall indemnify, defend and hold harmless the TrustCompany, each Fund, the TrustCompany's several officers and trustees and any person who controls the Trust Company or any fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereofthereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 hereof or its agreements in subsection 2 of Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the TrustCompany, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or and in conformity with information furnished in writing to the Trust Company or any of its several officers and trustees by or on behalf of and with respect to the Distributor specifically for inclusion therein, and will shall reimburse the TrustCompany, each Fund, the TrustCompany's several officers and trustees, and any person who controls the Trust Company or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor will indemnify, defend and hold harmless the Trust, each Fund, the Trust's several officers and trustees and any person who controls the Trust or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereof) arise out of, or are based upon, any breach of its representations representations, warranties and warranties in subsection 2 hereof or its agreements in subsection 2 of Section II hereofherein, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document documents executed by or on behalf of the Trust, Trust or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or and in conformity with information furnished in writing to the Trust or any of its several officers and trustees by or on behalf of and with respect to the Distributor specifically for inclusion therein, and will reimburse the Trust, each Fund, the Trust's several officers and trustees, and any person who controls the Trust or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor will shall indemnify, defend and hold harmless the Trust, each Fund, the Trust's several officers officers, trustees and trustees agents, and any person who controls the Trust or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or and several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereofthereof) arise out of, or are based upon, any breach of its representations representations, warranties and warranties in subsection 2 hereof or its agreements in subsection 2 of Section II Sections 2.2(b) or 4.2 hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, Prospectuses or any Blue Sky Application or any application or other document executed by or on behalf of the TrustApplication, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or and in conformity with information furnished in writing to the Trust or any of its several officers and officers, trustees or agents by or on behalf of and with respect to the Distributor specifically for inclusion therein, and will reimburse the Trust, each Fund, the Trust's several officers officers, trustees and trusteesagents, and any person who controls the Trust or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor will shall indemnify, defend and hold harmless the TrustCompany, each Fund, the TrustCompany's several officers and trustees directors and any person who controls the Trust Company or any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereofthereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 hereof of Section V or its agreements in subsection 2 of the Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the TrustCompany, or arise out of, or are based upon information furnished by the Distributor filed in any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or and in conformity with information furnished in writing to the Trust Company or any of its several officers and trustees directors by or on behalf of and with respect to the Distributor specifically for inclusion therein, and will shall reimburse the TrustCompany, each Fund, the Trust's Company=s several officers and trusteesdirectors, and any person who controls the Trust Company or any Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably reasonable incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.

Distributor Indemnification. The Distributor will indemnify, defend and hold harmless the TrusttheTrust, each Fund, the Trust's several officers and trustees and any person who controls the Trust Trustor any Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, ,claims, damages or liabilities, joint or several, to which any of them may become subject under the underthe 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings orproceedings in respect hereof) arise out of, or are based upon, any breach of its representations representations,warranties and warranties in subsection 2 hereof or its agreements in subsection 2 of Section II hereofherein, or which arise out of, or are based upon, any untrue statement or statementor alleged untrue statement of a material fact contained in the Registration Statement, the ProspectusestheProspectuses, any Blue Sky Application or any application or other document documents executed by or on behalf onbehalf of the Trust, Trust or the omission or alleged omission to state therein a material fact required to be stated bestated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission oromission was made in reliance upon or and in conformity with information furnished in writing to the Trust theTrust or any of its several officers and trustees by or on behalf of and with respect to the Distributor specifically for inclusion thereininclusiontherein, and will reimburse the Trust, each Fund, the Trust's several officers and trustees, and any person anyperson who controls the Trust or any Fund within the meaning of Section 15 of the 1933 Act, for any legal anylegal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend todefend any such action, proceeding or claim.

Distributor Indemnification. The Distributor will indemnify, defend and hold harmless the TrustFund, the TrustFund's several officers and trustees Directors and any person who controls the Trust Fund within the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect hereof) arise out of, or are based upon, any breach of its representations and warranties in subsection 2 hereof or its agreements in subsection 2 of Section II hereof, or which arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses, any Blue Sky Application or any application or other document executed by or on behalf of the TrustFund, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged statement or alleged omission was made in reliance upon or in conformity with information furnished in writing to the Trust Fund or any of its several officers and trustees Directors by or on behalf of and with respect to the Distributor specifically for inclusion therein, and will reimburse the TrustFund, the TrustFund's several officers and trusteesDirectors, and any person who controls the Trust Fund within the meaning of Section 15 of the 1933 Act, for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.expenses