Indemnification by the Sponsor. The Sponsor shall, or shall cause the Trust to, indemnify the Asset Representations Reviewer and its officers, directors, employees and agents for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the costs and expenses of participating in or defending itself against any loss, damage or liability, whether in a proceeding brought pursuant to Section 6.8 of this Agreement or otherwise), but excluding any costs, expenses, losses, damages or liabilities resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Sponsor’s obligations under this Section 6.3.3 shall survive the termination of this Agreement.
Indemnification by the Sponsor. (a) The Sponsor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933Act (collectively, the "Indemnified Parties" for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Variable Insurance Products and:
Indemnification by the Sponsor. The Sponsor hereby agrees to indemnify and hold harmless the Authorized Participant and its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Sponsor Indemnified Party”) from and against any loss, liability, damage and reasonable cost and expense (including reasonable attorneys’ fees) incurred by such Sponsor Indemnified Party as a result of: (i) any material breach by the Sponsor of any provision of this Agreement that relates to the Sponsor; (ii) any material failure on the part of the Sponsor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Sponsor to comply with applicable laws in connection with this Agreement, except the Sponsor shall not be required to indemnify a Sponsor Indemnified Party to the extent that such failure was caused by the Sponsor’s reasonable reliance on instructions given or representations made by one or more Sponsor Indemnified Parties; (iv) actions of such Sponsor Indemnified Party taken in reasonable reliance upon any instructions issued or representations made in accordance with Annex II hereto (as amended from time to time) reasonably believed by the Sponsor Indemnified Party to be genuine and to have been given by or on behalf of the Sponsor; or (v) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement of the Trust as originally filed with the SEC or in any amendment thereof, or in any Prospectus, or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except those statements in the Registration Statement or the Prospectus based on information furnished in writing by or on behalf of the Authorized Participant expressly for use in the Registration Statement or the Prospectus. The Sponsor shall not be liable to any Sponsor Indemnified Party for any damages arising directly out of (w) mistakes or errors in data provided to the Sponsor by a Sponsor Indemnified Party, or (x) any action of a service provider to the Trust, except to the extent such service provider acted under the direction of the Sponsor, the Administrator or Trust, or such service provider is an affiliate of any of them, and acted negligently in taking or failing to take an action. The S...
Indemnification by the Sponsor. The Sponsor, its successors and assigns, shall at all times fully indemnify and hold harmless the Custodian, its successors and assigns, from any and all liability, claims, demands, actions, suits, cost or expense of any nature as the same may arise or be made against or be incurred by the Custodian from the failure of the Sponsor to comply with any law, rule, regulation or order of the United States, any state or any other jurisdiction, governmental authority, body or board having jurisdiction, relating to the sale, registration or qualification of the Plans or any of them, or the securities sold in connection therewith. The Fund also agrees to indemnify the Custodian for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Custodian, arising out of or in connection with the acceptance hereof or the performance of its duties hereunder, as well as the costs and expenses of defending against any claim or liability in the premises, provided that no claim against the Custodian which might be subject to the foregoing indemnification provisions shall be confessed, settled or compromised by the Custodian without the Custodian first having given 15 days' notice in writing to the Sponsor of the material facts, and provided further that the Sponsor shall have the right upon written demand delivered to the Custodian within 15 days following the date of such notice to contest or defend such claim in the name of the Custodian.
Indemnification by the Sponsor. The Sponsor agrees to indemnify and hold harmless the Selling Agent and each person, if any, who controls the Selling Agent within the meaning of Section 15 of the 1933 Act, as follows:
Indemnification by the Sponsor. Subject to the terms and conditions of this Article XI, to the extent that any Damages relating to a Class A Claim remain unpaid after a claim has been properly made therefor pursuant to this Article XI that is not subject to a bona fide dispute, the Sponsor shall pay to the Class A Parties any amounts validly due from the Class B Members under the indemnity obligations set out in Section 11.1(a) above. If any claim is made under this Section 11.1(c), the Sponsor shall have all of the rights of an Indemnifying Member (as defined below).
Indemnification by the Sponsor. (a) The Sponsor agrees to indemnify and hold harmless the Company and each of its directors, officers, and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933Act (collectively, the “Indemnified Parties”, and individually, each an “Indemnified Party”, for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sponsor, which consent shall not be unreasonably withheld) or litigation or expenses (including reasonable legal counsel fees and other expenses incurred in connection therewith), including the direct cost of any corrective filings required under Treasury Regulation 1.817-5(a)(2) (collectively, “Losses”) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such Losses (or actions in respect thereof) are related to the sale or acquisition of the Fund’s shares or the Variable Insurance Products and:
Indemnification by the Sponsor. 40 C. COMMUNICATIONS.......................................................41 D. COUNTERPARTS........................................................41 E. INSPECTION...........................................................42 F. SCHEDULES............................................................42 G. AMENDMENT............................................................42 H. CONSTRUCTION.........................................................42 -ii- CUSTODIAN AGREEMENT ------------------- AGREEMENT made this _____ day of ________, 199__, between Pioneer Funds Distributor, Inc., a Massachusetts corporation with its office at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (hereinafter called the "Sponsor") and [____ ____________________________], a [_________________________] having an office at [_________________], [____], [___________] (hereinafter called the "Custodian").
Indemnification by the Sponsor. Each Series, severally and not jointly, agrees to indemnify and hold harmless the Selling Agent and each person, if any, who controls the Selling Agent within the meaning of Section 15 of the 1933 Act, as follows:
Indemnification by the Sponsor. (a) Without limiting any other rights which the Affected Parties or any of their respective Affiliates may have hereunder or under applicable law, to the fullest extent permitted by applicable law, the Sponsor hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements awarded against or incurred by any of the Indemnified Parties arising out of or relating to the inaccuracy of any representation or warranty by the Sponsor or any untrue, inaccurate, incomplete or misleading statement by the Sponsor in any Transaction Document or any certificate, report, information or other document delivered pursuant thereto or in connection therewith, but excluding, however (A) any indemnified amounts to the extent determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification and (B) except as provided in the Transaction Documents, any recourse for defaulted Student Loans or Delinquent Student Loans or losses attributable to changes in the market value of the Financed Student Loans, including, without limitation, because of changes in market interest rates or in rate of prepayment (the foregoing, being collectively referred to as “Sponsor Indemnified Amounts”).
