Common use of Indemnification by Trust Clause in Contracts

Indemnification by Trust. The Trust agrees, to the fullest extent permitted by applicable law, to assume liability for, and hereby indemnifies and holds harmless the Trust Company, its officers, directors and employees and the Delaware Trustee from and against any and all liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against the Trust Company, its officers, directors and employees or the Delaware Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the acceptance, termination or administration of the Trust Estate or the Trust or any action or inaction of the Delaware Trustee or the Trust hereunder or under the Transaction Documents or any other agreement contemplated by any of the foregoing or any certificate of a Certificateholder, except only that the Trust shall not be required so to assume liability for any of the matters described in the seventh sentence of Section 6.01 hereof and provided that the Trust and the Delaware Trustee agree that such assumption of liability for liabilities, obligations, losses, damages, taxes, claims, actions, such costs expenses or disbursements of any kind shall be direct and primary and not that of a guarantor. If any item assumed by the Trust under this Section is also subject to indemnification by another party to any of the documents specifically referenced herein (other than Section 7.03 hereof), the Trust Company or the Delaware Trustee shall first make demand on such party for indemnification of any such item but shall not be obligated to exhaust its remedies thereunder. The indemnities contained in this Section shall survive the resignation or removal of the Delaware Trustee and shall survive the termination of the Trust and this Trust Agreement. Such indemnification and reimbursement shall be paid solely from the Payments as set forth in Section 4.01(b) hereof.

Indemnification by Trust. The Trust agrees, to the fullest extent permitted by applicable law, to assume liability for, and hereby indemnifies and holds harmless the Trust Company, its officers, directors and employees and the Delaware Trustee from and against any and all liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against the Trust Company, its officers, directors and employees or the Delaware Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the acceptance, termination or administration of the Trust Estate or the Trust or any action or inaction of the Delaware Trustee or the Trust hereunder or under the Transaction Documents or any other agreement contemplated by any of the foregoing or any certificate of a Certificateholder, except only that the Trust shall not be required so to assume liability for for, or to indemnify any of the foregoing Persons with respect to, any of the matters described in the seventh sentence of Section 6.01 hereof and provided that the Trust and the Delaware Trustee agree that such assumption of liability for liabilities, obligations, losses, damages, taxes, claims, actions, such costs costs, expenses or disbursements of any kind shall be direct and primary and not that of a guarantor. If any item assumed by the Trust under this Section is also subject to indemnification by another party to any of the documents specifically referenced herein (other than Section 7.03 hereof), the Trust Company or the Delaware Trustee shall first make demand on such party for indemnification of any such item but shall not be obligated to exhaust its remedies thereunder. The indemnities contained in this Section shall survive the resignation or removal of the Delaware Trustee and shall survive the termination of the Trust and this Trust Agreement. Such indemnification and reimbursement shall be paid solely from the Payments as set forth in Section 4.01(b) hereof.

Indemnification by Trust. The Trust agrees, to the fullest extent permitted by applicable law, to assume liability for, and hereby indemnifies and holds harmless the Trust Company, its officers, directors and employees and the Delaware Trustee from and against any and all liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against the Trust Company, its officers, directors and employees or the Delaware Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the acceptance, termination or administration of the Trust Estate or the Trust or any action or inaction of the Delaware Trustee or the Trust hereunder or under the Transaction Documents or any other agreement contemplated by any of the foregoing or any certificate of a Certificateholder, except only that the Trust shall not be required so to assume liability for for, or to indemnify any of the foregoing Persons with respect to, any of the matters described in the seventh sentence of Section 6.01 hereof and provided that the Trust and the Delaware Trustee agree that such assumption of liability for liabilities, obligations, losses, damages, taxes, claims, actions, such costs costs, expenses or disbursements of any kind shall be direct and primary and not that of a guarantor. .If any item assumed by the Trust under this Section is also subject to indemnification by another party to any of the documents specifically referenced herein (other than Section 7.03 hereof), the Trust Company or the Delaware Trustee shall first make demand on such party for indemnification of any such item but shall not be obligated to exhaust its remedies thereunder. The indemnities contained in this Section shall survive the resignation or removal of the Delaware Trustee and shall survive the termination of the Trust and this Trust Agreement. Such indemnification and reimbursement shall be paid solely from the Payments as set forth in Section 4.01(b) hereof.

Indemnification by Trust. (a) The Trust agreesshall indemnify and hold harmless the Grantor, its successors, assigns, Affiliates, officers, agents, employees and partners, and the Affiliates, officers, agents and employees of the Grantor’s partners (collectively, the “Indemnified Parties”), to the fullest extent permitted by applicable law, to assume liability for, and hereby indemnifies and holds harmless the Trust Company, its officers, directors and employees and the Delaware Trustee from and against against, any and all liabilities, obligations, losses, damages, taxes, claims, actions, actions and suits, and any and all costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, “Losses”) which may at any time be imposed on, incurred by by, or asserted at any time against the Trust Company, its officers, directors and employees or the Delaware Trustee Indemnified Parties in any way relating to or arising out of the Trust Estate, any of the properties included therein, the acceptance, termination or administration of the Trust Estate and the Trust Property or the Trust actions or any action or inaction inactions of the Delaware Trustee Grantor in its capacity as manager of the Trust, except to the extent that an Indemnified Party is found liable for an act or omission involving gross negligence or willful misconduct. The Trust shall, upon request by an Indemnified Party, assume the defense of any claim made against such Indemnified Party in respect of which the Indemnified Party is or may be entitled to indemnification hereunder and shall satisfy any judgment thereon from the Trust hereunder or under Property to the Transaction Documents or extent such judgment is an indemnified Loss hereunder. (b) In the event an Indemnified Party shall be held to be personally liable for any other agreement contemplated by any obligation of the foregoing or any certificate Trust solely by reason of a Certificateholder, except only the fact that the Grantor is or was at any time a beneficial owner of an Ownership Interest, such Indemnified Party shall be entitled to be indemnified and held harmless out of the Trust shall not be required so to Property against all Losses arising from such liability. The Trust shall, upon request by an Indemnified Party, assume liability the defense of any claim made against such Indemnified Party for any of the matters described in the seventh sentence of Section 6.01 hereof and provided that the Trust and the Delaware Trustee agree that such assumption of liability for liabilities, obligations, losses, damages, taxes, claims, actions, such costs expenses act or disbursements of any kind shall be direct and primary and not that of a guarantor. If any item assumed by the Trust under this Section is also subject to indemnification by another party to any of the documents specifically referenced herein (other than Section 7.03 hereof), the Trust Company or the Delaware Trustee shall first make demand on such party for indemnification of any such item but shall not be obligated to exhaust its remedies thereunder. The indemnities contained in this Section shall survive the resignation or removal of the Delaware Trustee and shall survive the termination obligation of the Trust and this shall satisfy any judgment thereon from the Trust Agreement. Such indemnification Property. (c) The Trust shall pay expenses incurred in defending any claim made against such Indemnified Party (including reasonable legal fees and reimbursement expenses) in advance of the final disposition of such claim upon receipt by the Trust of an undertaking, in form satisfactory to the legal counsel of the Trust, to repay such amount if it shall be paid solely from the Payments as set forth in Section 4.01(b) hereofdetermined that such Indemnified Party is not entitled to be indemnified.

Indemnification by Trust. (a) The Trust agreesshall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, trustees, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the fullest extent permitted such liability, claims, damages or losses and related expenses are not fully reimbursed by applicable lawinsurance, subject to assume any limitations imposed by the laws of the State of Maryland and the Declaration of Trust. The Trust shall not indemnify or hold harmless the Advisor or its Affiliates, including their respective officers, directors, trustees, partners and employees, for any liability foror loss suffered by the Advisor or its Affiliates, including their respective officers, directors, trustees, partners and employees, nor shall it provide that the Advisor or its Affiliates, including their respective officers, directors, trustees, partners and employees, be held harmless for any loss or liability suffered by the Trust, unless all of the following conditions are met: (i) the Advisor or its Affiliates, including their respective officers, directors, trustees, partners and employees, have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Trust; (ii) the Advisor or its Affiliates, including their respective officers, directors, trustees, partners and employees, were acting on behalf of or performing services for the Trust; (iii) such liability or loss was not the result of negligence or misconduct by the Advisor or its Affiliates, including their respective officers, directors, trustees, partners and employees; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Trust’s net assets and not from Shareholders. Notwithstanding the foregoing, the Advisor and its Affiliates, including their respective officers, directors, trustees, partners and employees, shall not be indemnified by the Trust for any losses, liability or expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; and (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and hereby indemnifies the court considering the request for indemnification has been advised of the position of the Securities and holds Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Trust were offered or sold as to indemnification for violations of securities laws. (b) The Declaration of Trust provides that the advancement of Trust funds to the Advisor or its Affiliates, including their respective officers, directors, trustees, partners and employees, for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Trust; (ii) the legal action is initiated by a third-party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; (iii) the person for whom the advancement of Trust funds has been requested provides the Trust with written affirmation of a good faith belief that the standard of conduct necessary for indemnification under the laws of the State of Maryland and the Declaration of Trust has been satisfied; and (iv) the person for whom the advancement of Trust funds has been requested undertakes to repay the advanced funds to the Trust together with the applicable legal rate of interest thereon, in cases in which such Advisor or its Affiliates, including their respective officers, directors, trustees, partners and employees, are found not to be entitled to indemnification. (c) Notwithstanding the provisions of this Section 5.01, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 5.01 for any activity which the Advisor shall be required to indemnify or hold harmless the Trust Company, its officers, directors and employees and the Delaware Trustee from and against any and all liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against the Trust Company, its officers, directors and employees or the Delaware Trustee in any way relating pursuant to or arising out of the Trust Estate, any of the properties included therein, the acceptance, termination or administration of the Trust Estate or the Trust or any action or inaction of the Delaware Trustee or the Trust hereunder or under the Transaction Documents or any other agreement contemplated by any of the foregoing or any certificate of a Certificateholder, except only that the Trust shall not be required so to assume liability for any of the matters described in the seventh sentence of Section 6.01 hereof and provided that the Trust and the Delaware Trustee agree that such assumption of liability for liabilities, obligations, losses, damages, taxes, claims, actions, such costs expenses or disbursements of any kind shall be direct and primary and not that of a guarantor. If any item assumed by the Trust under this Section is also subject to indemnification by another party to any of the documents specifically referenced herein (other than Section 7.03 hereof), the Trust Company or the Delaware Trustee shall first make demand on such party for indemnification of any such item but shall not be obligated to exhaust its remedies thereunder. The indemnities contained in this Section shall survive the resignation or removal of the Delaware Trustee and shall survive the termination of the Trust and this Trust Agreement. Such indemnification and reimbursement shall be paid solely from the Payments as set forth in Section 4.01(b) hereof5.02.

Indemnification by Trust. The Trust agrees, to the fullest extent permitted by applicable law, to assume liability for, and hereby indemnifies and holds harmless the Trust Company, its officers, directors and employees and the Delaware Trustee from and against any and all liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by or asserted at any time against the Trust Company, its officers, directors and employees or the Delaware Trustee in any way relating to or arising out of the Trust Estate, any of the properties included therein, the acceptance, termination or administration of the Trust Estate or the Trust or any action or inaction of the Delaware Trustee or the Trust hereunder or under the Transaction Documents or any other agreement contemplated by any of the foregoing or any certificate of a Certificateholder, except only that the Trust shall not be required so to assume liability for for, or to indemnify any of the foregoing Persons with respect to, any of the matters described in the seventh sentence of Section 6.01 hereof and provided that the Trust and the Delaware Trustee agree that such assumption of liability for liabilities, obligations, losses, damages, taxes, claims, actions, such costs expenses or disbursements of any kind shall be direct and primary and not that of a guarantor. If any item assumed by the Trust under this Section is also subject to indemnification by another party to any of the documents specifically referenced herein (other than Section 7.03 hereof), the Trust Company or the Delaware Trustee shall first make demand on such party for indemnification of any such item but shall not be obligated to exhaust its remedies thereunder. The indemnities contained in this Section shall survive the resignation or removal of the Delaware Trustee and shall survive the termination of the Trust and this Trust Agreement. Such indemnification and reimbursement shall be paid solely from the Payments as set forth in Section 4.01(b) hereof.

Indemnification by Trust. The Trust agrees, to the fullest extent permitted by applicable law, to assume liability for, shall indemnify and hereby indemnifies and holds hold harmless the Trust CompanyCustodian, its any Sub-Custodian and any of their respective directors, officers, directors employees or nominee thereof (each, a “Trust Indemnified Party” and employees and collectively, the Delaware Trustee “Trust Indemnified Parties”) from and against any and all liabilitiesclaims, obligationsdemands, losses, damages, taxes, claims, actions, suits, costs, reasonable expenses and disbursements liabilities of any nature (including reasonable legal fees and expensesattorneys’ fees) that a Trust Indemnified Party may sustain or incur or that may be asserted against a Trust Indemnified Party by any person arising directly or indirectly (i) from the fact that Securities are registered in the name of any kind and nature whatsoever which may such nominee, (ii) from any action taken or omitted to be imposed ontaken by a Trust Indemnified Party (a) at the request or direction of or in reliance on the advice of the Trust, incurred or (b) upon Written Instructions, (c) for processing any transaction using Straight Through Processing, or (d) processing any transaction subsequently determined to be fraudulent by or asserted at any time against the Trust Companyor Fund as a result of Straight Through Processing or (iii) from the performance of its obligations under this Agreement or any sub-custody agreement, its officersprovided that a Trust Indemnified Party shall not be indemnified and held harmless from and against any such claim, directors and employees demand, loss, expense or the Delaware Trustee in any way relating to or liability arising out of or relating to its refusal or failure to comply with the Trust Estateterms of this Agreement (or any sub-custody agreement), or from its bad faith, gross 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 properties included therein, the acceptance, termination or administration of the Trust Estate or the Trust or any action or inaction Fund, its successors and assigns, notwithstanding the termination of the Delaware Trustee or this Agreement. If requested by a Trust Indemnified Party, the Trust hereunder shall advance (within thirty (30) days of such request) any and all reasonable costs and expenses of such Trust Indemnified Party incurred in connection with any losses or under investigating or defending any matter to which such Trust Indemnified Party may be entitled to indemnification including, without limitation, attorneys’ and experts’ fees. The Trust Indemnified Party shall, in connection with any such advancement, agree to an undertaking to repay such advancement if and to the Transaction Documents or any other agreement contemplated extent that it is ultimately determined by any a court of the foregoing or any certificate of competent jurisdiction in a Certificateholder, except only final non-appealable judgement that the Trust shall Indemnified Party is not entitled to be required so to assume liability for any of the matters described in the seventh sentence of Section 6.01 hereof and provided that the Trust and the Delaware Trustee agree that such assumption of liability for liabilities, obligations, losses, damages, taxes, claims, actions, such costs expenses or disbursements of any kind shall be direct and primary and not that of a guarantor. If any item assumed indemnified by the Trust under this Section is also subject to indemnification by another party to any of the documents specifically referenced herein (other than Section 7.03 hereof), the Trust Company or the Delaware Trustee shall first make demand on such party for indemnification of any such item but shall not be obligated to exhaust its remedies thereunder. The indemnities contained in this Section shall survive the resignation or removal of the Delaware Trustee and shall survive the termination of the Trust and this Trust Agreement. Such indemnification and reimbursement shall be paid solely from the Payments as set forth in Section 4.01(b) hereofTrust.