Common use of Indemnification by the Funds Clause in Contracts

Indemnification by the Funds. Each Fund shall indemnify CSS and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by CSS that result from: (i) any claim, action, suit or proceeding in connection with CSS’s entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by CSS in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of CSS upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; or (iv) any error, omission, inaccuracy or other deficiency of any information provided to CSS by the Trust, or the failure of the Trust to provide or make available any information requested by CSS knowledgeably to perform its functions hereunder; PROVIDED, that CSS shall not be entitled to such indemnification (x) in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CSS and (y) to the extent that CSS is entitled to reimbursement or indemnification for such losses under any liability insurance policy described in this Agreement or otherwise. In order that the indemnification provisions contained in Sections 10 shall apply, upon the assertion of an indemnification claim, CSS shall promptly notify the Trust of such assertion, and shall keep the Trust advised with respect to all developments concerning such claim. The Trust shall have the option to participate with CSS in the defense of such claim or to defend against said claim in its own name or that of CSS. CSS shall in no case confess any claim or make any compromise in any case in which the Trust may be required to indemnify it except with the Trust’s written consent, which consent shall not be unreasonably withheld.

Indemnification by the Funds. Each Fund shall indemnify CSS CFA and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by CSS CFA that result from: (i) any claim, action, suit or proceeding in connection with CSSCFA’s entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by CSS CFA in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of CSS CFA upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; or (iv) any error, omission, inaccuracy or other deficiency of any information provided to CSS CFA by the Trust, or the failure of the Trust to provide or make available any information requested by CSS CFA knowledgeably to perform its functions hereunder; PROVIDED, that CSS CFA shall not be entitled to such indemnification (x) in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CSS CFA and (y) to the extent that CSS is entitled to CFA has collected reimbursement or indemnification for such losses under any liability insurance policy described in this Agreement or otherwise. In order that the indemnification provisions contained in Sections 10 11 shall apply, upon the assertion of an indemnification claim, CSS CFA shall promptly notify the Trust of such assertion, and shall keep the Trust advised with respect to all developments concerning such claim. The Trust shall have the option to participate with CSS CFA in the defense of such claim or to defend against said claim in its own name or that of CSSCFA. CSS CFA shall in no case confess any claim or make any compromise in any case in which the Trust may be required to indemnify it except with the Trust’s written consent, which consent shall not be unreasonably withheld.

Indemnification by the Funds. Each Fund shall indemnify CSS CFA and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ ' fees and expenses, incurred by CSS CFA that result from: (i) any claim, action, suit or proceeding in connection with CSS’s CFA's entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by CSS CFA in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of CSS CFA upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; or (iv) any error, omission, inaccuracy or other deficiency of any information provided to CSS CFA by the Trust, or the failure of the Trust to provide or make available any information requested by CSS CFA knowledgeably to perform its functions hereunder; PROVIDED, that CSS CFA shall not be entitled to such indemnification (x) in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CSS CFA and (y) to the extent that CSS is entitled to CFA has collected reimbursement or indemnification for such losses under any liability insurance policy described in this Agreement or otherwise. In order that the indemnification provisions contained in Sections 10 11 shall apply, upon the assertion of an indemnification claim, CSS CFA shall promptly notify the Trust of such assertion, and shall keep the Trust advised with respect to all developments concerning such claim. The Trust shall have the option to participate with CSS CFA in the defense of such claim or to defend against said claim in its own name or that of CSSCFA. CSS CFA shall in no case confess any claim or make any compromise in any case in which the Trust may be required to indemnify it except with the Trust’s 's written consent, which consent shall not be unreasonably withheld.

Indemnification by the Funds. Each Fund shall indemnify CSS and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ ' fees and expenses, incurred by CSS that result from: (i) any claim, action, suit or proceeding in connection with CSS’s 's entry into or performance of this Agreement with respect to such Fund; or (ii) any action taken or omission to act committed by CSS in the performance of its obligations hereunder with respect to such Fund; or (iii) any action of CSS upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Fund; or (iv) any error, omission, inaccuracy or other deficiency of any information provided to CSS by the Trust, or the failure of the Trust to provide or make available any information requested by CSS knowledgeably to perform its functions hereunder; PROVIDED, that CSS shall not be entitled to such indemnification (x) in respect of actions or omissions constituting gross negligence, bad faith or willful misfeasance in the performance of its duties, or by reckless disregard of such duties, on the part of CSS and (y) to the extent that CSS is entitled to reimbursement or indemnification for such losses under any liability insurance policy described in this Agreement or otherwise. In order that the indemnification provisions contained in Sections 10 shall apply, upon the assertion of an indemnification claim, CSS shall promptly notify the Trust of such assertion, and shall keep the Trust advised with respect to all developments concerning such claim. The Trust shall have the option to participate with CSS in the defense of such claim or to defend against said claim in its own name or that of CSS. CSS shall in no case confess any claim or make any compromise in any case in which the Trust may be required to indemnify it except with the Trust’s 's written consent, which consent shall not be unreasonably withheld.