Common use of Distributor Indemnification Clause in Contracts

Distributor Indemnification. The Distributor will 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 Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 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, (a) any breach of its representations and warranties in subsection 2 hereof or its agreements in subsection 2(a) 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, (b) the Distributor’s willful misfeasance, bad faith or negligence in the performance of its duties or the Distributor’s reckless disregard of its obligations and duties under this Agreement, or (c) the Distributor’s failure to comply with laws applicable to it in connection with its activities hereunder (other than in respect of Trust-related advertisements or sales literature that fails to comply with applicable laws due to actions by a Fund or its investment adviser that are contrary to statements made in such advertisements or sales literature), 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 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 and hold harmless the Trust, the Trust’s 's several officers and trustees and any person who controls the Trust within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 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, (a) any breach of its representations and warranties in subsection 2 hereof or its agreements in subsection 2(a) 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, (b) the Distributor’s 's willful misfeasance, bad faith or negligence in the performance of its duties or the Distributor’s 's reckless disregard of its obligations and duties under this Agreement, or (c) the Distributor’s 's failure to comply with laws applicable to it in connection with its activities hereunder (other than in respect of Trust-related advertisements or sales literature that fails to comply with applicable laws due to actions by a Fund or its investment adviser that are contrary to statements made in such advertisements or sales literature), and will reimburse the Trust, the Trust’s 's several officers and trustees, and any person who controls the Trust within the meaning of Section 15 of the 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 and hold harmless the Trust, the Trust’s 's several officers and trustees and any person who controls the Trust within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the 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, (a) any breach of its representations and warranties in subsection 2 hereof or its agreements in subsection 2(a) 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, (b) the Distributor’s 's the willful misfeasance, bad faith or gross negligence of the Distributor in the performance of its duties or the Distributor’s 's reckless disregard of its obligations and duties under this Agreement, or (c) the Distributor’s 's failure to comply with laws applicable to it in connection with its activities hereunder (other than in respect of Trust-related advertisements or sales literature that fails to comply with applicable laws due to actions notwithstanding the exercise of reasonable care in the preparation and review thereof by a Fund or its investment adviser that are contrary to statements made in such advertisements or sales literaturethe Distributor), and will reimburse the Trust, the Trust’s 's several officers and trustees, and any person who controls the Trust within the meaning of Section 15 of the 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 indemnify, defend and hold harmless the TrustFund, the Trust’s Fund's several officers and trustees directors and any person who controls the Trust Fund within the meaning of Section 15 of the Securities 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 Securities 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, (a) any breach of its representations and warranties in subsection 2 hereof of this Section V or its agreements in subsection 2(a) 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 directors by or on behalf of or otherwise approved by and with respect to the Distributor specifically for inclusion therein, (b) the Distributor’s willful misfeasance, bad faith or negligence in the performance of its duties or the Distributor’s reckless disregard of its obligations and duties under this Agreement, or (c) the Distributor’s failure to comply with laws applicable to it in connection with its activities hereunder (other than in respect of Trust-related advertisements or sales literature that fails to comply with applicable laws due to actions by a Fund or its investment adviser that are contrary to statements made in such advertisements or sales literature), and will reimburse the TrustFund, the Trust’s Fund's several officers and trusteesdirectors, and any person who controls the Trust Fund or any Fund within the meaning of Section 15 of the Securities 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 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 directors 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

Distributor Indemnification. The Distributor will indemnify indemnify, defend and hold harmless the TrustFund, the Trust’s Fund's several officers and trustees directors and any person who controls the Trust Fund within the meaning of Section 15 of the Securities 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 Securities 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, (a) any breach of its representations and warranties in subsection 2 hereof of this Section V or its agreements in subsection 2(a) 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 directors by or on behalf of or otherwise approved by and with respect to the Distributor specifically for inclusion therein, (b) the Distributor’s willful misfeasance, bad faith or negligence in the performance of its duties or the Distributor’s reckless disregard of its obligations and duties under this Agreement, or (c) the Distributor’s failure to comply with laws applicable to it in connection with its activities hereunder (other than in respect of Trust-related advertisements or sales literature that fails to comply with applicable laws due to actions by a Fund or its investment adviser that are contrary to statements made in such advertisements or sales literature), and will reimburse the TrustFund, the Trust’s Fund's several officers and trusteesdirectors, and any person who controls the Trust Fund or any Fund within the meaning of Section 15 of the Securities 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 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 directors 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.