Common use of General Indemnity Provision Clause in Contracts

General Indemnity Provision. No indemnifying party shall be liable under its indemnity agreement contained in subsection 3 or 4 hereof with respect to any claim made against such indemnifying party unless the indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may otherwise have to the indemnified party. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party.

Appears in 14 contracts

Samples: Distribution Agreement (Saturna Investment Trust), Distribution Agreement (Saturna Investment Trust), Distribution Agreement (Saturna Investment Trust)

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General Indemnity Provision. No indemnifying party shall be liable --------------------------- under its indemnity agreement contained in subsection 3 or 4 hereof with respect to any claim made against such indemnifying party unless the indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may otherwise have to the indemnified party. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party.

Appears in 7 contracts

Samples: Distribution Agreement (Munder Funds Inc), Distribution Agreement (Munder Funds Inc), Distribution Agreement (Munder Funds Inc)

General Indemnity Provision. No indemnifying The indemnified party shall be liable under its the indemnity agreement contained in subsection 3 or 4 hereof with respect to any claim made against such indemnifying party unless the indemnified party shall have notified notify the indemnifying party in writing within a reasonable time promptly after the summons or other first legal process giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability under such subsection 3 or 4 except to the extent, if at all, that it shall have been prejudiced by such failure or from any other liability which it may otherwise have to the indemnified party. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party. If the indemnifying party does not elect to assume the defense of any such suit, or if the indemnified party reasonably does not approve of counsel chosen by the indemnifying party, the indemnifying party will reimburse the indemnified party, its officers and directors/trustees, or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the indemnified party or them. The indemnifying party shall not be liable for any settlement of any such claim of action effected without its written consent.

Appears in 4 contracts

Samples: Distribution Contract (Excelsior Funds), Distribution Agreement (Excelsior Institutional Trust), Distribution Agreement (Excelsior Funds Trust)

General Indemnity Provision. No indemnifying party shall be liable under its indemnity agreement contained in subsection 3 or 4 hereof with respect to any claim made against such indemnifying party unless the indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may otherwise have to the indemnified party. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, elects to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party, provided that the indemnified party shall have the right to employ one separate counsel to represent it in such suit if in the reasonable judgment of the indemnified party it is advisable because of an actual or potential conflict of interest between it and the indemnifying party in the conduct of the defense of such action, in which event the fees and expenses of such separate counsel will be borne by the indemnifying party.

Appears in 4 contracts

Samples: Form of Distribution Agreement (Harris Insight Funds Trust), Distribution Agreement (Harris Insight Funds Trust), Form of Distribution Agreement (Ht Insight Funds Inc)

General Indemnity Provision. No indemnifying party shall be liable ---------------------------- under its indemnity agreement contained in subsection 3 or 4 hereof with respect to any claim made against such indemnifying party unless the indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may otherwise have to the indemnified party. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party.

Appears in 1 contract

Samples: Distribution Agreement (Munder Funds Inc)

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General Indemnity Provision. No indemnifying party shall be liable under its indemnity agreement indemnityagreement contained in subsection 3 or 4 hereof with respect to any claim made against such indemnifying suchindemnifying party unless the indemnified party shall have notified the indemnifying party in writing inwriting within a reasonable time after the summons or other first legal process giving information of informationof the nature of the claim shall have been served upon the indemnified party (or after the indemnified theindemnified party shall have received notice of such service on any designated agent), but failure to failureto notify the indemnifying party of any such claim shall not relieve it from any liability which it may itmay otherwise have to the indemnified party. The indemnifying party will be entitled to participate at participateat its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce toenforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall defenseshall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the Inthe event the indemnifying party elects to assume the defense of any such suit and retain such counselsuchcounsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by retainedby the indemnified party.

Appears in 1 contract

Samples: Saturna Investment Trust Distribution Agreement (Saturna Investment Trust)

General Indemnity Provision. No indemnifying party shall be --------------------------- liable under its indemnity agreement contained in subsection 3 or 4 hereof with respect to any claim made against such indemnifying party unless the indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may otherwise have to the indemnified party. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party.

Appears in 1 contract

Samples: Distribution Agreement (Munder Funds Inc)

General Indemnity Provision. No indemnifying party shall be liable under its indemnity agreement contained in subsection 3 or 4 hereof with respect to any claim made against such indemnifying party unless the indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim that shall have been served upon the indemnified party (or after the indemnified party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may otherwise have to the indemnified party. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party.

Appears in 1 contract

Samples: Distribution Agreement (Amana Mutual Funds Trust)

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