Indemnification by the Trusts Clause Samples
Indemnification by the Trusts. Each Trust severally 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 1933 Act, and any agents or employees of the foregoing (each an “Indemnified Party,” or collectively, the “Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of such Trust) or expenses (including reasonable counsel fees) to which any Indemnified Party 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 Shares or the Policies and:
(a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus, statement of additional information or sales literature or other promotional material of such Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reasonable reliance upon and in conformity with information furnished to such Trust, MFS, MFD or their respective designees by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for such Trust or in sales literature or other promotional material for such Trust (or any amendment or supplement) or otherwise for use in connection with the sale of the Policies or Shares; or
(b) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, statement of additional information or sales literature or other promotional material for the Policies not supplied by such Trust, MFS, MFD or any of their respective designees or persons under their respective control and on which any such entity has reasonably relied) or wrongful conduct of such Trust or persons under its control, with respect to the sale or distribution of the Policies or Sha...
Indemnification by the Trusts. The Trusts shall indemnify and hold harmless the Custodian, any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any such nominee, (ii) from any action taken or omitted to be taken by the Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the advice of the Trust, or (b) upon Proper Instructions, or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, provided that neither the Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and against any such claim, demand, loss, expense or liability arising out of or relating to its refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Trusts, their successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-Custodian” shall include their respective directors, officers and employees.
Indemnification by the Trusts. Each Trust 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 1933 Act, and any agents or employees of the foregoing (each an "Indemnified Party," or collectively, the
Indemnification by the Trusts. (a) The Trusts shall jointly and severally indemnify and hold harmless Cayman Purchaser, Parent, U.S. Purchaser, Company, Wind River and each Subsidiary against the following Taxes and Tax Detriments and, except as otherwise provided in Section 9.05, against any loss, damage, liability or expense, including reasonable fees for attorneys and other outside consultants, incurred in contesting or otherwise in connection therewith (individually or in the aggregate, "Tax Contest Expenses"): (i) any Taxes of the Trusts, Wind River or any Subsidiary that are allocable or that relates to a Pre-Closing Tax Period to the extent such Taxes exceed any accrual or reserves in respect thereof (not taking into account any accrual for deferred Taxes); (ii) any Taxes of any Person other than Wind River or any of its Subsidiaries for which Wind River or any Subsidiary may be liable under Treasury Regulation Section 1.1502-6 (or any comparable provision of state, local or non-U.S. law), as a transferee or successor, by contract or otherwise; (iii) any Taxes imposed on Cayman Purchaser or any Affiliate thereof (including Wind River or any of its Subsidiaries) resulting from a breach of any representation or warranty contained in Section 3.16; (iv) any Taxes imposed on Cayman Purchaser or any of its Affiliates (including Wind River and its Subsidiaries) arising out of a breach of any covenant or agreement made in this Article 9 by any of the Trusts; (v) any and all Taxes and Tax Detriments suffered by Cayman Purchaser or any Affiliate thereof (including Wind River or any of its Subsidiaries) as a result of any action by or transaction involving Wind River or any of its Subsidiaries between January 1, 2003 and the Closing Date; and (vi) the excess, if any, of $19.5 million over the amount of federal income Tax refund actually received by Wind River and its Subsidiaries within two years of the Closing Date as a result of the carrying back of net operating losses and capital losses from the taxable year ending December 31, 2002.
(b) The Trusts shall indemnify and hold harmless, as appropriate, Cayman Purchaser and each of its Affiliates (including Wind River and its Subsidiaries) from any and all transfer, documentary, sales, use, stamp, registration and other such Taxes and fees incurred in connection with the Transactions ("Transfer Taxes"), regardless of the Person responsible for such Taxes under applicable law.
(c) For purposes of this Section 9.01, in the case of any Taxes (o...
Indemnification by the Trusts. Each Trust severally agrees to indemnify and hold harmless the Company and its affiliates and each of their respective directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act, and any agents or employees of the foregoing (each an "Indemnified Party," or collectively, the "Indemnified Parties" for purposes of this Section 82) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of such Trust) or expenses (including reasonable counsel fees) to which any Indemnified Party 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 Shares or the Policies and: