Common use of Trust Indemnification Clause in Contracts

Trust Indemnification. The Trust agrees to indemnify and hold harmless Sunstone from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses (collectively "Losses") of every nature and character which may be asserted against Sunstone or for which Sunstone may be held liable (a "Claim") arising out of or in any way relating to any of the following: (a) any action of Sunstone required to be taken, or omitted to be taken, pursuant to the Agreement, unless a Claim resulted from Sunstone's willful misfeasance, bad faith, or negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder; (b) Sunstone's reliance on, or use of information, data, records and documents received by Sunstone from the Trust, or any third party acting on behalf of the Trust, in the performance of Sunstone's duties and obligations hereunder; (c) the reliance on, or the implementation of, any Instructions or any other requests of the Trust on behalf of the applicable Fund; (d) Sunstone's acting upon telephone or electronic instructions relating to the purchase, exchange or redemption of Shares received by Sunstone in accordance with procedures established by Sunstone and the Trust; (e) any action taken by or omission of any prior service provider; (f) the offer or sale of Shares in violation of any requirement under the securities laws or regulations of any state that such Shares be qualified for sale in such state or in violation of any stop order or determination or ruling by any state with respect to the offer or sale of such Shares in such state; or (g) the Trust's refusal or failure to comply with the terms of the Agreement, or any Claim that arises out of the Trust's negligence or misconduct or breach of any representation or warranty of the Trust made herein.

Trust Indemnification. The Following the Closing, the Trust agrees to protect, defend, indemnify and hold Exten harmless Sunstone from and against with respect to any and all claims, demands, actions and suits, and from and against any and all judgmentsactions, liabilitiesadministrative proceedings, losses, damages, costsobligations, chargesliabilities, costs and expenses, including without limitation reasonable counsel fees legal and other costs and expenses (collectively "Losses") of every nature investigating and character defending any actions or threatened actions, up to the amount of the Purchase Price paid to the Trust at the Closing which may be asserted against Sunstone or for which Sunstone may be held liable (arise within one year of the Closing Date as a "Claim") arising out result of or which are related to (i) any active or passive act, omission, occurrence, event or condition that occurred prior to the Closing Date in connection with the ownership of the Class B Stock; (ii) any way relating to material misrepresentation or breach of any of the following: representations, covenants or warranties of the Trust contained herein which, in the aggregate, are valued at more than $10,000; or (aiii) any action of Sunstone material misstatements or failure to state a material fact required to be taken, or omitted to be taken, pursuant to the Agreement, unless a Claim resulted from Sunstone's willful misfeasance, bad faith, or negligence in the performance of its duties or from reckless disregard by it of its obligations and duties hereunder; (b) Sunstone's reliance on, or use of information, data, records and documents received by Sunstone from the Trust, or any third party acting on behalf of the Trust, in the performance of Sunstone's duties and obligations hereunder; (c) the reliance on, or the implementation of, any Instructions or any other requests of the Trust on behalf of the applicable Fund; (d) Sunstone's acting upon telephone or electronic instructions relating to the purchase, exchange or redemption of Shares received by Sunstone in accordance with procedures established by Sunstone and the Trust; (e) any action taken by or omission of any prior service provider; (f) the offer or sale of Shares in violation of any requirement under the securities laws or regulations of any state that such Shares be qualified for sale in such state or in violation of any stop order or determination or ruling by any state stated with respect to the offer or sale information provided by the Trust for inclusion in any registration statement filed with the Commission to register the resale of the Exten Common Stock, provided that Exten complies with the following indemnification procedure: (1) Exten shall, as soon as practicable (but in any event within sixty (60) days) after it learns of a claim for indemnification under this Section 6.4, give written notice to the Trust of its claim for indemnification, which notice shall set forth the amount involved in the claim for indemnification and contain a reasonably thorough description of the facts constituting the basis of such Shares claim; (2) The Trust shall have a period of thirty (30) days from the receipt of the notice referred to above to respond to the indemnity claim to the satisfaction of Exten. During such 30-day period, Exten, on the one hand, and the Trust, on the other hand, shall use their respective best efforts to attempt in good faith to agree upon a mutually acceptable resolution as to their respective rights with respect to any such claim for indemnification, in which case the parties shall promptly prepare and sign a memorandum setting forth such agreement; (3) In the event that no agreement is reached during the 30-day period specified in subsection 6.4(2) above, then the Trust shall be obligated to pay such claim. Exten may elect to pay such claim and the Trust shall be obligated to reimburse Exten the amount thereof. (4) Exten shall not settle or compromise any such claim without the prior written consent of the Trust unless suit shall have been instituted against Exten and the Trust shall have failed, after reasonable notice of institution of the suit, to take control of such suit on behalf of Exten. If the Trust admits in writing that it will be liable to Exten with respect to the full amount and as to all material elements of a third party claim alleging damages should the third party prevail in such state; or (g) suit, then the Trust's refusal or failure Trust shall have the right to comply assume full control of the defense of such claim, and Exten shall be entitled to participate in the defense of such claim only with the terms of the Agreement, or any Claim that arises out consent of the Trust's negligence or misconduct or breach of any representation or warranty . (5) Exten shall be entitled to recover all costs, fees (including reasonable attorneys' fees), expenses and other damages to enforce against the Trust its indemnification rights under this Section 6.4. (6) Notwithstanding anything to the contrary contained in this Agreement, the indemnification obligations of the Trust made hereinshall first be satisfied by return of shares of the Exten Common Stock which have been held back pursuant to Section 4.6 hereof, such Exten Common Stock to be valued at the higher of (i) $.12 per share as set forth on Schedule 1.2, or (ii) the highest price per share at which Exten sold shares or has an agreement to sell shares of Exten Common Stock to any other person at any time following the Closing Date, in each case as adjusted for any stock split, stock dividend, recapitalization or similar change in the Exten Common Stock. Thereafter, the Trust may continue to satisfy its indemnification obligations hereunder by delivery to Exten of a sufficient number of shares of the Exten Common Stock to cover such obligations, such Exten Common Stock to be valued as provided above. Notwithstanding the foregoing, the Trust may elect, in its sole discretion, to satisfy any of its indemnification obligations in cash.