Common use of Indemnification by Placement Agent Clause in Contracts

Indemnification by Placement Agent. Placement Agent agrees to indemnify the Trust, its officers and Trustees and any person that controls the Trust within the meaning of the 1933 Act against any and all claims, demands, liabilities and expenses that any such indemnified party may incur under the 1933 Act, or common law or otherwise, arising out of or based upon (i) any alleged untrue statement of a material fact contained in the registration statement for the Trust or any Portfolio, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Trust in connection therewith by or on behalf of Placement Agent; and (ii) any act or deed of Placement Agent or its employees or agents that has not been authorized by the Trust in any Registration Statement or by this Agreement.

Indemnification by Placement Agent. Placement Agent agrees to indemnify the Trust, its officers and Trustees and any person that controls the Trust within the meaning of the 1933 Act against any and all claims, demands, liabilities and expenses that any such indemnified party may incur under the 1933 Act, or common law or otherwise, arising out of or based upon (i) any alleged untrue statement of a material fact contained in the registration statement for the Trust or any Portfolio, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Trust in connection therewith by or on behalf of Placement Agent; and (ii) any act or deed of Placement Agent or its employees or agents that has not been authorized by the Trust in any Registration Statement or by this Agreement.

Indemnification by Placement Agent. Placement Agent agrees to indemnify the Trust, its officers and Trustees and any person that controls the Trust within the meaning of the 1933 Act against any and all claims, demands, liabilities and expenses that any such indemnified party may incur under the 1933 Act, or common law or otherwise, arising out of or based upon (i) any alleged untrue statement of a material fact contained in the registration statement for the Trust or any PortfolioFunds, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Trust in connection therewith by or on behalf of Placement Agent; and (ii) any act or deed of Placement Agent or its employees or agents that has not been authorized by the Trust in any the Registration Statement or by this Agreement.