Common use of Indemnification by the Administrator Clause in Contracts

Indemnification by the Administrator. The Administrator shall indemnify the Company and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by the Company which result from (i) the Administrator’s failure to comply with the terms of this Agreement with respect to the Company; or (ii) the Administrator’s lack of good faith in performing its obligations hereunder with respect to the Company; or (iii) the Administrator’s gross negligence or misconduct or its employees, agents or contractors in connection herewith with respect to the Company. The Company shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of the Company or its employees, agents or contractors other than the Administrator, unless such negligence or misconduct results from or is accompanied by gross negligence or misconduct on the part of the Administrator, any affiliated person of the Administrator, or any affiliated person of an affiliated person of the Administrator. Before confessing any claim against it which may be subject to indemnification hereunder, the Company shall give the Administrator reasonable opportunity to defend against such claim in its own name or the name of the Company.

Indemnification by the Administrator. The Administrator shall indemnify the Company and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by the Company which result from from: (i) the Administrator’s failure to comply with the terms of this Agreement with respect to the Company; or (ii) the Administrator’s lack of good faith in performing its obligations hereunder with respect to the Company; or (iii) the Administrator’s gross negligence or misconduct or that of its employees, agents or contractors in connection herewith with respect to the Company. The Company shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of the Company or its employees, agents or contractors other than the Administrator, Administrator unless such negligence or misconduct results from or is accompanied by gross negligence or misconduct on the part of the Administrator, any affiliated person of the Administrator, or any affiliated person of an affiliated person of the Administrator. Before confessing any claim against it which may be subject to indemnification hereunder, the Company shall give the Administrator reasonable opportunity to defend against such claim in its own name or in the name of the Company.

Indemnification by the Administrator. The Administrator shall indemnify the Company Trust and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by the Company Trust which result from (i) the Administrator’s failure to comply with the terms of this Agreement with respect to the CompanyTrust; or (ii) the Administrator’s lack of good faith in performing its obligations hereunder with respect to the CompanyTrust; or (iii) the Administrator’s gross negligence or misconduct or its employees, agents or contractors in connection herewith with respect to the CompanyTrust. The Company Trust shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of the Company Trust or its employees, agents or contractors other than the Administrator, unless such negligence or misconduct results from or is accompanied by gross negligence or misconduct on the part of the Administrator, any affiliated person of the Administrator, or any affiliated person of an affiliated person of the Administrator. Before confessing any claim against it which may be subject to indemnification hereunder, the Company Trust shall give the Administrator reasonable opportunity to defend against such claim in its own name or the name of the CompanyTrust.