Common use of Sunstone Clause in Contracts

Sunstone. shall indemnify and hold harmless the Trust, its officers, trustees, employees and agents from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character that the Trust may sustain or incur or that may be asserted against the Trust by any person as a result of Sunstone's gross negligence or willful misfeasance in the performance of its duties or obligations under this Agreement, or resulting from a breach by Sunstone of any representation or warranty contained in this Agreement; provided that this indemnification shall not apply to actions or omissions of the Trust in cases of its own willful misfeasance or gross negligence, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give Sunstone written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The indemnity and defense provisions provided hereunder shall indefinitely survive the termination of this Agreement.