By the Trust. The Trust represents and warrants that:
By the Trust. The Trust shall indemnify and hold harmless Distributor and any officer, director or employee of Distributor against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which Distributor and/or any such person may become subject, under any statute or regulation, any NASD rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities:
By the Trust. The Trust may, by not less than thirty (30) days written notice of termination to the Service Provider (except in the event listed in paragraph (f) below, for which there shall be only notice of not less than sixty (60) days) such notice to be given after the occurrence of any of the events specified in paragraphs (a) through (f) of this Clause GCC 2.9.1, terminate this Contract.
By the Trust. The Trust, on behalf of each Fund, shall indemnify and hold SACS (including any affiliate of SACS), and the directors, trustees, officers and employees of SACS harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (“Losses”) arising out of or attributable to:
By the Trust. The Trust, on behalf of the Fund, shall indemnify and hold ACS (including any affiliate of ACS), and the directors, trustees, officers and employees of ACS, harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (“Losses”) arising out of or attributable to:
By the Trust. (i) The Trust agrees to indemnify and hold the Sub-Adviser, its officers and directors, and any person who controls the Sub-Adviser within the meaning of Section 15 of the 1933 Act (each, a “Sub-Adviser Indemnitee”) harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys’ fees) arising out of any claim, demand, action, suit or proceeding arising out of any misrepresentation of a material fact or the omission of a fact necessary to make information not misleading in the Registration Statement, any proxy statement, or any annual or semi-annual report to investors in the Fund (other than a misstatement or omission relating to disclosure about the Sub-Adviser approved by the Sub-Adviser or provided to the Adviser or the Trust by the Sub-Adviser).
By the Trust. The Trust, on behalf of each Fund, shall indemnify and hold VALIC, (including any affiliate of the foregoing), and the directors, trustees, officers and employees of VALIC, harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities ("Losses") arising out of or attributable to:
By the Trust. The Trustee, on behalf of the Trust, represents and warrants that:
By the Trust. The Trust, on behalf of each Fund, shall indemnify and hold the Service Provider, the Dealer (including any affiliate of the foregoing), and the directors, trustees, officers and employees of the Service Provider and the Dealer harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities ("Losses") arising out of or attributable to:
By the Trust. The Trust shall indemnify and hold harmless the Custodian and its directors, officers, employees and agents from and against any loss or damage (including, without limitation, liability arising under the 1933 Act, the 1934 Act, and any state or foreign securities and/or banking laws) or claim arising directly or indirectly (i) from the fact that any of the Fund's Securities are registered in the name of the Custodian, or (ii) from any action or inaction by the Custodian (x) at the request or direction of or in reliance on the advice of the Fund; (y) upon Proper Instructions; or (z) generally, from the performance of its obligations under this Agreement, except such losses or damages as may arise from the negligent action or omission, bad faith, willful misconduct or breach of this Agreement by the Custodian or any of its directors, officers, employees and agents. The Custodian shall be entitled to rely on and may act upon the advice and opinion of counsel on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice or opinion of counsel. The provisions under this paragraph shall survive the termination of this Agreement.
