CMFS definition

CMFS shall include Trustees, officers, employees and other agents of CMFS as well as CMFS itself). CMFS agrees to indemnify and hold harmless the Trust from and against any and all actions, suits, claims, losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) (collectively, "Losses") to which the Trust may become liable arising directly or indirectly out of CMFS's own willful misfeasance, bad faith, negligence or reckless disregard of its obligations and duties as set forth in this Agreement. (As used in this Article 8, the term "CMFS" shall include Trustees, officers, employees and other agents of CMFS as well as CMFS itself.). The party seeking indemnification under this Article 8 shall notify the other party within ten (10) days after receipt of any written assertion of such claim threatening to institute or actually instituting an action or proceeding, including service of summons or other legal process. Failure to notify the party from whom indemnification is sought will relieve that party from any liability which it may have on account of the indemnity provisions set forth under this Article 8. The parties will cooperate in the control of the defense of any action, suit or proceeding. Any party from whom indemnification is sought may negotiate the settlement of any action, suit or proceeding subject to the other party's approval, which approval will not be unreasonably withheld. The party seeking indemnification reserves the right to participate in the defense or settlement of a claim, action or proceeding with its own counsel, at its own cost, unless:

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CMFS means California Microwave Foreign Sales Corporation, a Barbados corporation.

Examples of CMFS in a sentence

• The duties of CMFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against CMFS hereunder.

• CMFS is willing to perform such services on the terms and conditions set forth in this Agreement.

• CMFS shall notify the Trust within ten (10) days should any of its insurance coverage be canceled or reduced.

• CMFS shall keep and maintain on behalf of the Trust all books and records which the Trust and CMFS is, or may be, required to keep and maintain pursuant to any applicable statutes, rules and regulations, including without limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating to the maintenance of books and records in connection with the services to be provided hereunder.

• Upon reasonable notice and as mutually agreed upon, CMFS may provide additional administrative services upon the request of the Trust or its investment adviser, which may result in additional charges, the amount of which shall be agreed upon between the parties prior to the provision of such report.

• CMFS assumes no responsibility hereunder, and shall not be liable, for any damage, loss of data, delay or any other loss whatsoever caused by acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

• CMFS shall not be responsible for services that are not explicitly set forth in this Agreement.

• If such books and records are not delivered in accordance with this paragraph, CMFS will maintain such books and records in accordance with applicable record keeping requirements from the date such books and records were created.

• All CM/FS employees working six (6) hours or more per day shall have a total of forty-five (45) minutes for breaks for each scheduled work day.

• CMFS also needs 45 days advance written notice of changes to share class structure (e.g., additions or changes of sales loads).