Common use of Liability Indemnification Clause in Contracts

Liability Indemnification. (a) The Fund agrees to indemnify, defend and hold the Distributor and its affiliates and their respective officers, directors, employees, agents, representatives and controlling persons free and harmless from and against any and all claims, demands, liabilities and reasonable expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor and its affiliates and their respective officers, directors, employees, agents, representatives and/or any such controlling person may incur arising out of or based upon (i) any untrue statement of a material fact or omission to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading contained in the Registration Statement or other Offering Documents (except to the extent such untrue statement or omission was made in reliance on and in conformity with information provided in writing to the Fund, by the Distributor for inclusion in the Registration Statement or other Offering Documents); (ii) any material breach by the Fund of any provision of this Agreement including any representation, warranty, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Fund or its officers, directors, employees, agents (other than the Distributor), or representatives; (iv) any actions of the Fund and its officers, directors, employees and agents (other than the Distributor) or representatives relating to the sale of Units, including but not limited to any statements or representations, written or oral, concerning the Fund that such a party makes to the Distributor and its agents and representatives; (v) the action of the Fund and its employees and agents relating to the Fund's processing of Subscription Agreements and the servicing of customer accounts; or (vi) any act or omission made in respect of its function as Distributor; provided, however, that, in no event shall anything herein be so construed as to protect the Distributor against any liability to which the Distributor would otherwise be subject by reason of its gross negligence, willful misfeasance or bad faith or reckless disregard of its obligations and duties under this Agreement, or violation of any applicable law by the Distributor in connection with the distribution of Units. The Fund's agreement to indemnify the Distributor, and other indemnities as aforesaid is expressly conditional upon the Fund being promptly notified of any action brought against the Distributor, such as notification to be given by letter or facsimile addressed to the Fund at the address set forth in this Agreement or other address communicated to the Distributor in writing (but only to the extent that the Fund is prejudiced by the failure to give prompt notice), and further conditional upon the Distributor reasonably cooperating with the Fund with respect to any claim or demand for which the Distributor seeks indemnity and promptly defending such claims if the Fund reasonably requests. In addition, any determination by the Fund under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund agrees to promptly notify the Distributor of the commencement of any litigation proceedings against the Fund, or any of its officers or directors in connection with the issue and sale of any Units.

Liability Indemnification. (a) The Fund agrees to indemnify, defend and hold the Distributor and its affiliates and their respective officers, directors, employees, agents, representatives and controlling persons free and harmless from and against any and all claims, demands, liabilities and reasonable expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor and its affiliates and their respective officers, directors, employees, agents, representatives and/or any such controlling person may incur arising out of or based upon (i) any untrue statement of a material fact or omission to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading contained in the Registration Statement or other Offering Documents (except to the extent such untrue statement or omission was made in reliance on and in conformity with information provided in writing to the Fund, by the Distributor for inclusion in the Registration Statement or other Offering Documents); (ii) any material breach by the Fund of any provision of this Agreement including any representation, warranty, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Fund or its officers, directors, employees, agents (other than the Distributor), or representatives; (iv) any actions of the Fund and its officers, directors, employees and agents (other than the Distributor) or representatives relating to the sale of Units, including but not limited to any statements or representations, written or oral, concerning the Fund that such a party makes to the Distributor and its agents and representatives; (v) the action of the Fund and its employees and agents relating to the Fund's processing of Subscription Agreements and the servicing of customer accounts; or (vi) any act or omission made in respect of its function as Distributor; provided, however, that, in no event shall anything herein be so construed as to protect the Distributor against any liability to which the Distributor would otherwise be subject by reason of its gross negligence, willful misfeasance or bad faith or reckless disregard of its obligations and duties under this Agreement, or violation of any applicable law by the Distributor in connection with the distribution of Units. The Fund's Funds' agreement to indemnify the Distributor, and other indemnities as aforesaid is expressly conditional upon the Fund being promptly notified of any action brought against the Distributor, such as notification to be given by letter or facsimile addressed to the Fund at the address set forth in this Agreement or other address communicated to the Distributor in writing (but only to the extent that the Fund is prejudiced by the failure to give prompt notice), and further conditional upon the Distributor reasonably cooperating with the Fund with respect to any claim or demand for which the Distributor seeks indemnity and promptly defending such claims if the Fund reasonably requests. In addition, any determination by the Fund under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund agrees to promptly notify the Distributor of the commencement of any litigation proceedings against the Fund, or any of its officers or directors in connection with the issue and sale of any Units.

Liability Indemnification. (a) The Fund agrees to indemnify, defend and hold the Distributor and its affiliates and their respective officers, directors, employees, agents, representatives and controlling persons free and harmless from and against any and all claims, demands, liabilities and reasonable expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor and its affiliates and their respective officers, directors, employees, agents, representatives and/or any such controlling person may incur arising out of or based upon (i) any untrue statement of a material fact or omission to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading contained in the Registration Statement or other Offering Documents (except to the extent such untrue statement or omission was made in reliance on and in conformity with information provided in writing to the Fund, by the Distributor for inclusion in the Registration Statement or other Offering Documents); (ii) any material breach by the Fund of any provision of this Agreement including any representation, warranty, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Fund or its officers, directors, employees, agents (other than the Distributor), or representatives; (iv) any actions of the Fund and its officers, directors, employees and agents (other than the Distributor) or representatives relating to the sale of UnitsShares, including but not limited to any statements or representations, written or oral, concerning the Fund that such a party makes to the Distributor and its agents and representatives; (v) the action of the Fund and its employees and agents relating to the Fund's ’s processing of Subscription Agreements and the servicing of customer accounts; or (vi) any act or omission made in respect of its function as Distributor; provided, however, that, in no event shall anything herein be so construed as to protect the Distributor against any liability to which the Distributor would otherwise be subject by reason of its gross negligence, willful misfeasance or bad faith or reckless disregard of its obligations and duties under this Agreement, or violation of any applicable law by the Distributor in connection with the distribution of UnitsShares. The Fund's Funds’ agreement to indemnify the Distributor, and other indemnities as aforesaid is expressly conditional upon the Fund being promptly notified of any action brought against the Distributor, such as notification to be given by letter or facsimile addressed to the Fund at the address set forth in this Agreement or other address communicated to the Distributor in writing (but only to the extent that the Fund is prejudiced by the failure to give prompt notice), and further conditional upon the Distributor reasonably cooperating with the Fund with respect to any claim or demand for which the Distributor seeks indemnity and promptly defending such claims if the Fund reasonably requests. In addition, any determination by the Fund under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund agrees to promptly notify the Distributor of the commencement of any litigation proceedings against the Fund, or any of its officers or directors in connection with the issue and sale of any UnitsShares.

Liability Indemnification. (a) The Fund agrees Funds agree to indemnify, defend and hold the Distributor and its affiliates and their respective officers, directors, employees, agents, representatives and controlling persons free and harmless from and against any and all claims, demands, liabilities and reasonable expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor and its affiliates and their respective officers, directors, employees, agents, representatives and/or any such controlling person may incur arising out of or based upon (i) any untrue statement of a material fact or omission to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading contained in the Registration Statement or other Offering Documents (except to the extent such untrue statement or omission was made in reliance on and in conformity with information provided in writing to the FundFunds, by the Distributor for inclusion in the Registration Statement or other Offering Documents); (ii) any material breach by the Fund Funds of any provision of this Agreement including any representation, warranty, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Fund Funds or its their officers, directors, employees, agents (other than the Distributor), or representatives; (iv) any actions of the Fund Funds and its their officers, directors, employees and agents (other than the Distributor) or representatives relating to the sale of Units, including but not limited to any statements or representations, written or oral, concerning the Fund Funds that such a party makes to the Distributor and its agents and representatives; (v) the action of the Fund Funds and its their employees and agents relating to the Fund's Funds' processing of Subscription Agreements and the servicing of customer accounts; or (vi) any act or omission made in respect of its function as Distributor; provided, however, that, in no event shall anything herein be so construed as to protect the Distributor against any liability to which the Distributor would otherwise be subject by reason of its gross negligence, willful misfeasance or bad faith or reckless disregard of its obligations and duties under this Agreement, or violation of any applicable law by the Distributor in connection with the distribution of Units. The Fund's Funds' agreement to indemnify the Distributor, and other indemnities as aforesaid is expressly conditional upon the Fund Funds' being promptly notified of any action brought against the Distributor, such as notification to be given by letter or facsimile addressed to the Fund Funds at the address set forth in this Agreement or other address communicated to the Distributor in writing (but only to the extent that the Fund is Funds are prejudiced by the failure to give prompt notice), and further conditional upon the Distributor reasonably cooperating with the Fund Funds with respect to any claim or demand for which the Distributor seeks indemnity and promptly defending such claims if the Fund Funds reasonably requestsrequest. In addition, any determination by the Fund Funds under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund agrees Funds agree to promptly notify the Distributor of the commencement of any litigation proceedings against the FundFunds, or any of its their officers or directors in connection with the issue and sale of any Units.

Liability Indemnification. (a) The Fund agrees to indemnify, defend and hold the Distributor Placement Agent and its affiliates and their respective officers, directors, employees, agents, representatives and controlling persons free and harmless from and against any and all claims, demands, liabilities and reasonable expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor Placement Agent and its affiliates and their respective officers, directors, employees, agents, representatives agents and/or any such controlling person may incur arising out of or based upon (i) any untrue statement of a material fact or omission to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading contained in the Registration Statement Memorandum or other Offering Documents (except to the extent such untrue statement or omission was made in reliance on and in conformity with information provided in writing to the Fund, Fund by the Distributor Placement Agent for inclusion in the Registration Statement Memorandum or other Offering Documents); (ii) any material breach by the Fund of any provision of this Agreement including any representation, warranty, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Fund or its officers, directors, employeesemployee, agents (other than the DistributorPlacement Agent), or representatives; (iv) any actions of the Fund and its officers, directors, employees and agents (other than the Distributor) or representatives relating to the sale of UnitsShares, including but not limited to any statements or representations, written or oral, concerning the Fund that such a party makes to the Distributor Placement Agent and its agents and representatives; or (v) the action actions of the Fund and its employees and agents relating to the Fund's ’s processing of Subscription Agreements and the servicing of customer accounts; provided that the Fund shall not indemnify and hold harmless the Placement Agent, or (vi) its employees, principals, stockholders, directors, officers or agents for any such loss, claim, damage, liability, cost or expense relating to, based upon, or arising out of an act or omission made in respect of by the Placement Agent, its function as Distributor; providedemployees, howeverprincipals, thatstockholders, in no event shall anything herein be so construed as to protect the Distributor against any liability to which the Distributor would otherwise be subject by reason of its gross directors, officers, or agents constituting negligence, willful misfeasance misconduct, a violation of law or bad faith a material breach of a representation or reckless disregard of its obligations and duties under covenant contained in this Agreement, or violation of any applicable law by the Distributor in connection with the distribution of Units. The Fund's ’s agreement to indemnify the Distributor, Placement Agent and other indemnities indemnitees as aforesaid is expressly conditional upon the Fund being promptly notified of any action brought against the DistributorPlacement Agent, such as notification to be given by letter or facsimile addressed to the Fund at the address set forth in this Agreement or other address communicated to the Distributor Placement Agent in writing (but only to the extent that the Fund is prejudiced by the failure to give prompt notice), and further conditional upon the Distributor Placement Agent reasonably cooperating with the Fund with respect to any claim or demand for which the Distributor Placement Agent seeks indemnity and promptly defending such claims if the Fund reasonably requests. In addition, any determination by the Fund under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund agrees to promptly notify the Distributor Placement Agent of the commencement of any litigation proceedings proceeding against the Fund, Fund or any of its officers or directors in connection with the issue and sale of any UnitsShares.

Liability Indemnification. (a) The Fund agrees to To the extent permitted by applicable law, the Issuer shall indemnify, defend and hold harmless the Distributor Dealer Manager, each Participating Dealer and its affiliates and each of their respective officers, directors, employees, agentsmembers, representatives partners, affiliates, agents and controlling persons free representatives, and harmless each person, if any, who controls the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Dealer Manager Indemnified Persons”) from and against any and all claimslosses, demands, liabilities and reasonable expenses claims (including reasonable attorneys’ fees and the reasonable cost of investigating investigation), damages or defending liabilities, joint or several (“Losses”), to which any Dealer Manager Indemnified Person may become subject insofar as such claims, demands or liabilities and any reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor and its affiliates and their respective officers, directors, employees, agents, representatives and/or any such controlling person may incur arising Losses arise out of or are based upon upon: (i) any (1) untrue statement or alleged untrue statement of a material fact contained in any Offering Materials or (2) omission to state any or alleged omission of a material fact required to be stated therein in any Offering Materials or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading contained in the Registration Statement misleading; provided, however, that such indemnity shall not apply to any such Losses arising out of or other Offering Documents (except to the extent such based upon an untrue statement or alleged untrue statement of material fact or an omission was made or alleged omission of material fact in reliance any information furnished by or on and in conformity with information provided in writing to behalf of the Fund, Dealer Manager or by the Distributor or on behalf of any Participating Dealer specifically for inclusion in the Registration Statement or other Offering Documents)Materials; (ii) any material breach by the Fund Issuer of any provision of this Agreement including any a representation, warranty, warranty or covenant or agreement set forth hereinmade by the Issuer in this Agreement; (iii) any material violation of any applicable law failure by the Fund Issuer to perform its obligations hereunder or its officers, directors, employees, agents to comply with state or federal securities laws applicable to the Private Offering (other than as a result of a material breach by the DistributorDealer Manager of its obligations hereunder), or representatives; (iv) any actions of the Fund and its officers, directors, employees and agents (other than the Distributor) or representatives matters relating to the sale of Class P-Y Units, including but not limited to any statements or representations, written or oral, concerning the Fund that such a party makes to the Distributor and its agents and representatives; (v) the action of the Fund and its employees and agents relating to the Fund's processing of Subscription Agreements and the servicing of customer accounts; or (vi) any act or omission made in respect of its function as Distributor; provided, however, thatthat the Issuer shall not provide any such indemnification to a particular Dealer Manager Indemnified Person to the extent it has been determined by a court of competent jurisdiction that such Losses resulted from such Dealer Manager Indemnified Person’s fraud, in no event shall anything herein be so construed as to protect the Distributor against any liability to which the Distributor would otherwise be subject by reason of its willful misfeasance, gross negligence, willful misfeasance or bad faith material breach of a representation, warranty or reckless disregard of its covenant herein, which shall have no impact on the Issuer’s obligations and duties under this Agreement, or violation of any applicable law by the Distributor in connection with the distribution of Units. The Fund's agreement herein to indemnify the Distributor, and each other indemnities as aforesaid is expressly conditional upon the Fund being promptly notified of any action brought against the Distributor, such as notification to be given by letter or facsimile addressed to the Fund at the address set forth in this Agreement or other address communicated to the Distributor in writing (but only to the extent that the Fund is prejudiced by the failure to give prompt notice), and further conditional upon the Distributor reasonably cooperating with the Fund with respect to any claim or demand for which the Distributor seeks indemnity and promptly defending such claims if the Fund reasonably requests. In addition, any determination by the Fund under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund agrees to promptly notify the Distributor of the commencement of any litigation proceedings against the Fund, or any of its officers or directors in connection with the issue and sale of any UnitsDealer Manager Indemnified Person.

Liability Indemnification. (a) The Fund agrees to indemnify, defend and hold the Distributor Placement Agent and its affiliates and their respective officers, directors, employees, agents, representatives and controlling persons (within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934 (the "1934 Act")) free and harmless from and against any and all claims, demands, liabilities and reasonable expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor Placement Agent and its affiliates and their respective officers, directors, employees, agents, representatives agents and/or any such controlling person may incur arising out of or based upon (i) any untrue statement of a material fact or omission to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading contained in the Registration Statement Memorandum or other Offering Documents (except to the extent such untrue statement or omission was made in reliance on and in conformity with information provided in writing to the Fund, Fund by the Distributor Placement Agent for inclusion in the Registration Statement Memorandum or other Offering Documents); (ii) any material breach by the Fund of any provision of this Agreement including any representation, warranty, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Fund or its officers, directors, employeesemployee, agents (other than the DistributorPlacement Agent), or representatives; (iv) any actions of the Fund and its officers, directors, employees and agents (other than the Distributor) or representatives relating to the sale of UnitsShares, including but not limited to any statements or representations, written or oral, concerning the Fund that such a party makes to the Distributor Placement Agent and its agents and representatives; (v) the action actions of the Fund and its employees and agents relating to the Fund's processing of Subscription Agreements and the servicing of customer accounts; or (vi) any act or omission (other than any act or omission, including communications, statements or representations, for which the Placement Agent itself owes a duty of indemnification under Section 6(b)) made in respect of its the Placement Agent's function as DistributorPlacement Agent; provided, however, that, in no event shall anything contained herein be so construed as to protect the Distributor Placement Agent against any liability to which the Distributor Placement Agent would otherwise be subject by reason of its gross negligence, willful misfeasance or bad faith or reckless disregard of its obligations and duties under this Agreement, or violation of any applicable law by the Distributor in connection with the distribution of Units. The Fund's agreement to indemnify the DistributorPlacement Agent, and other indemnities indemnitees as aforesaid is expressly conditional upon the Fund being promptly notified of any action brought against the DistributorPlacement Agent, such as notification to be given by letter or facsimile addressed to the Fund at the address set forth in this Agreement or other address communicated to the Distributor Placement Agent in writing (but only to the extent that the Fund is prejudiced by the failure to give prompt notice), and further conditional upon the Distributor Placement Agent reasonably cooperating with the Fund with respect to any claim or demand for which the Distributor Placement Agent seeks indemnity and promptly defending such claims if the Fund reasonably requests. In addition, any determination by the Fund under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund agrees to promptly notify the Distributor Placement Agent of the commencement of any litigation proceedings proceeding against the Fund, Fund or any of its officers or directors in connection with the issue and sale of any UnitsShares.

Liability Indemnification. (a) The Fund agrees Funds agree to indemnify, defend and hold the Distributor and its affiliates and their respective officers, directors, employees, agents, representatives and controlling persons free and harmless from and against any and all claims, demands, liabilities and reasonable expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor and its affiliates and their respective officers, directors, employees, agents, representatives and/or any such controlling person may incur arising out of or based upon (i) any untrue statement of a material fact or omission to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading contained in the Registration Statement or other Offering Documents (except to the extent such untrue statement or omission was made in reliance on and in conformity with information provided in writing to the FundFunds, by the Distributor for inclusion in the Registration Statement or other Offering Documents); (ii)) any material breach by the Fund Funds of any provision of this Agreement including any representation, warranty, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Fund Funds or its their officers, directors, employees, agents (other than the Distributor), or representatives; (iv) any actions of the Fund Funds and its their officers, directors, employees and agents (other than the Distributor) or representatives relating to the sale of Units, including but not limited to any statements or representations, written or oral, concerning the Fund Funds that such a party makes to the Distributor and its agents and representatives; (v) the action of the Fund Funds and its their employees and agents relating to the Fund's Funds' processing of Subscription Agreements and the servicing of customer accounts; or (vi) any act or omission made in respect of its function as Distributor; provided, however, that, in no event shall anything herein be so construed as to protect the Distributor against any liability to which the Distributor would otherwise be subject by reason of its gross negligence, willful misfeasance or bad faith or reckless disregard of its obligations and duties under this Agreement, or violation of any applicable law by the Distributor in connection with the distribution of Units. The Fund's Funds' agreement to indemnify the Distributor, and other indemnities as aforesaid is expressly conditional upon the Fund Funds' being promptly notified of any action brought against the Distributor, such as notification to be given by letter or facsimile addressed to the Fund Funds at the address set forth in this Agreement or other address communicated to the Distributor in writing (but only to the extent that the Fund is Funds are prejudiced by the failure to give prompt notice), and further conditional upon the Distributor reasonably cooperating with the Fund Funds with respect to any claim or demand for which the Distributor seeks indemnity and promptly defending such claims if the Fund Funds reasonably requestsrequest. In addition, any determination by the Fund Funds under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund agrees Funds agree to promptly notify the Distributor of the commencement of any litigation proceedings against the FundFunds, or any of its their officers or directors in connection with the issue and sale of any Units.

Liability Indemnification. (a) The Fund Trust agrees to indemnify, defend and hold the Distributor Placement Agent and its affiliates and their respective officers, directors, employees, agents, representatives and controlling persons any person who controls the Placement Agent within the meaning of Section 15 of the 1933 Act free and harmless from and against any and all claims, demands, liabilities and reasonable expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor Placement Agent and its affiliates and their respective officers, directors, employees, agents, representatives agents and/or any such controlling person may incur arising out of or based upon (i) any untrue statement of a material fact or omission to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading contained in the Registration Statement or other Offering Documents (except to the extent such untrue statement or omission was made in reliance on and in conformity with information provided in writing to the Fund, Trust by the Distributor Placement Agent for inclusion in the Registration Statement or other Offering Documents); (ii) any material breach by the Fund Trust of any provision of this Agreement including any representation, warranty, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Fund Trust or its officers, directorstrustees, employees, agents (other than the DistributorPlacement Agent), or representatives; (iv) any actions of the Fund Trust and its officers, directorstrustees, employees and agents (other than the Distributor) or representatives relating to the sale of UnitsShares, including but not limited to any statements or representations, written or oral, concerning the Fund Trust that such a party makes to the Distributor Placement Agent and its agents and representatives; (v) the action actions of the Fund Trust and its employees and agents relating to the FundTrust's processing of Subscription Agreements and the servicing of customer accounts; or (vi) any act or omission made in respect of its function as DistributorPlacement Agent; provided, however, that, in no event shall anything contained herein be so construed as to protect the Distributor Placement Agent against any liability to which the Distributor Placement Agent would otherwise be subject by reason of its gross negligence, willful misfeasance or bad faith or reckless disregard of its obligations and duties under this Agreement, or violation of any applicable law by the Distributor Placement Agent in connection with the distribution of UnitsShares. The FundTrust's agreement to indemnify the DistributorPlacement Agent, and other indemnities indemnitees as aforesaid is expressly conditional upon the Fund Trust being promptly notified of any action brought against the DistributorPlacement Agent, such as notification to be given by letter or facsimile addressed to the Fund Trust at the address set forth in this Agreement or other address communicated to the Distributor Placement Agent in writing (but only to the extent that the Fund Trust is prejudiced by the failure to give prompt notice), and further conditional upon the Distributor Placement Agent reasonably cooperating with the Fund Trust with respect to any claim or demand for which the Distributor Placement Agent seeks indemnity and promptly defending such claims if the Fund Trust reasonably requests. In addition, any determination by the Fund Trust under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund Trust agrees to promptly notify the Distributor Placement Agent of the commencement of any litigation proceedings proceeding against the Fund, Trust or any of its officers or directors trustees in connection with the issue and sale of any UnitsShares. Any amounts owed by the Trust to the Placement Agent under this Section 6 shall only be paid out of assets and property of the Fund (and not, for the avoidance of doubt, out of the assets and property associated with any other separate series of the Trust as may be organized from time to time).

Liability Indemnification. (a) The Fund agrees to indemnify, defend and hold the Distributor Placement Agent and its affiliates and their respective officers, directors, employees, agents, representatives and controlling persons free and harmless from and against any and all claims, demands, liabilities and reasonable expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor Placement Agent and its affiliates and their respective officers, directors, employees, agents, representatives agents and/or any such controlling person may incur arising out of or based upon (i) any untrue statement of a material fact or omission to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading contained in the Registration Statement Memorandum or other Offering Documents (except to the extent such untrue statement or omission was made in reliance on and in conformity with information provided in writing to the Fund, Fund by the Distributor Placement Agent for inclusion in the Registration Statement Memorandum or other Offering Documents); (ii) any material breach by the Fund of any provision of this Agreement including any representation, warranty, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Fund or its officers, directors, employeesemployee, agents (other than the DistributorPlacement Agent), or representatives; (iv) any actions of the Fund and its officers, directors, employees and agents (other than the Distributor) or representatives relating to the sale of Units, including but not limited to any statements or representations, written or oral, concerning the Fund that such a party makes to the Distributor Placement Agent and its agents and representatives; (v) the action actions of the Fund and its employees and agents relating to the Fund's ’s processing of Subscription Agreements and the servicing of customer accounts; or (vi) any act or omission made in respect of its function as DistributorPlacement Agent; provided, however, that, in no event shall anything contained herein be so construed as to protect the Distributor Placement Agent against any liability to which the Distributor Placement Agent would otherwise be subject by reason of its gross negligence, willful misfeasance or bad faith or reckless disregard of its obligations and duties under this Agreement, or violation of any applicable law by the Distributor Placement Agent in connection with the distribution of Units. The Fund's ’s agreement to indemnify the DistributorPlacement Agent, and other indemnities indemnitees as aforesaid is expressly conditional upon the Fund being promptly notified of any action brought against the DistributorPlacement Agent, such as notification to be given by letter or facsimile addressed to the Fund at the address set forth in this Agreement or other address communicated to the Distributor Placement Agent in writing (but only to the extent that the Fund is prejudiced by the failure to give prompt notice), and further conditional upon the Distributor Placement Agent reasonably cooperating with the Fund with respect to any claim or demand for which the Distributor Placement Agent seeks indemnity and promptly defending such claims if the Fund reasonably requests. In addition, any determination by the Fund under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund agrees to promptly notify the Distributor Placement Agent of the commencement of any litigation proceedings proceeding against the Fund, Fund or any of its officers or directors in connection with the issue and sale of any Units.

Liability Indemnification. (a) The Fund agrees to indemnify, defend and hold the Distributor Placement Agent and its affiliates and their respective officers, directors, employees, agents, representatives and controlling persons free and harmless from and against any and all claims, demands, liabilities and reasonable expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable expenses (including the cost of investigation or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor Placement Agent and its affiliates and their respective officers, directors, employees, agents, representatives agents and/or any such controlling person may incur arising out of or based upon (i) any untrue statement of a material fact or omission to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading contained in the Registration Statement Memorandum or other Offering Documents (except to the extent such untrue statement or omission was made in reliance on and in conformity with information provided in writing to the Fund, Fund by the Distributor Placement Agent for inclusion in the Registration Statement Memorandum or other Offering Documents); (ii) any material breach by the Fund of any provision of this Agreement including any representation, warranty, covenant or agreement set forth herein; (iii) any material violation of any applicable law by the Fund or its officers, directors, employeesemployee, agents (other than the DistributorPlacement Agent), or representatives; (iv) any actions of the Fund and its officers, directors, employees and agents (other than the Distributor) or representatives relating to the sale of UnitsShares, including but not limited to any statements or representations, written or oral, concerning the Fund that such a party makes to the Distributor Placement Agent and its agents and representatives; (v) the action actions of the Fund and its employees and agents relating to the Fund's ’s processing of Subscription Agreements and the servicing of customer accounts; or (vi) any act or omission made in respect of its function as DistributorPlacement Agent; providedprovided that the Fund shall not indemnify and hold harmless the Placement Agent, howeveror its employees, thatprincipals, in no event shall anything herein be so construed as to protect stockholders, directors, officers or agents for any such loss, claim, damage, liability, cost or expense relating to, based upon, or arising out of an act or omission by the Distributor against any liability to which the Distributor would otherwise be subject by reason of Placement Agent, its gross employees, principals, stockholders, directors, officers, or agents constituting negligence, willful misfeasance misconduct, a violation of law or bad faith a material breach of a representation or reckless disregard of its obligations and duties under covenant contained in this Agreement, or violation of any applicable law by the Distributor in connection with the distribution of Units. The Fund's ’s agreement to indemnify the DistributorPlacement Agent, and other indemnities indemnitees as aforesaid is expressly conditional upon the Fund being promptly notified of any action brought against the DistributorPlacement Agent, such as notification to be given by letter or facsimile addressed to the Fund at the address set forth in this Agreement or other address communicated to the Distributor Placement Agent in writing (but only to the extent that the Fund is prejudiced by the failure to give prompt notice), and further conditional upon the Distributor Placement Agent reasonably cooperating with the Fund with respect to any claim or demand for which the Distributor Placement Agent seeks indemnity and promptly defending such claims if the Fund reasonably requests. In addition, any determination by the Fund under this Section 6(a) will be made in accordance with Section 17 of the 1940 Act. The Fund agrees to promptly notify the Distributor Placement Agent of the commencement of any litigation proceedings proceeding against the Fund, Fund or any of its officers or directors in connection with the issue and sale of any UnitsShares.