Fund Agent Clause Samples

Fund Agent. The Fund Agent shall indemnify and hold harmless the Trust Entity, and each of the Trust Entity’s divisions, subsidiaries, directors, officers, agents and employees of each of the foregoing (each an, “Indemnified Trust Entity Party”), against and from any and all demands, damages, liabilities, and losses, or any pending or completed actions, claims, suits, complaints, proceedings, or investigations (including reasonable attorneys fees and other costs, including all expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by the Fund Agent) to which any of them may be or become subject to as a result or arising out of: (a) any negligent act or omission by the Fund Agent relating to Fund/SERV, except to the extent caused by the negligence or intentional misconduct of an Indemnified Trust Entity Party; (b) any breach of the Fund Agent’s representations or warranties contained in this Agreement; or (c) the Fund Agent’s failure to comply with any of the terms of this Agreement.

Fund Agent. The Fund Agent shall indemnify and hold harmless the Firm, and each of the Firm’s divisions, subsidiaries, affiliates, directors, officers, agents, employees and assigns of each of the foregoing (collectively, “Indemnified Firm Parties”), against and from any and all demands, damages, liabilities, and losses, or any pending or completed actions, claims, suits, complaints, proceedings, or investigations (including reasonable attorneys fees and other costs, including all expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by the Fund Agent) to which any of them may be or become subject to as a result or arising out of (a) any negligent act or omission by the Fund Agent or its Agents relating to NETWORKING provided that the Firm has not acted negligently; (b) any breach of the Fund Agent’s representations or warranties contained in this Agreement; (c) the Fund Agent’s failure to comply with any of the terms of this Agreement; or (d) the Firm’s acceptance of any transaction or account maintenance information from the Fund Agent through NETWORKING.

Fund Agent. Fund Agent represents and warrants that: (i) it has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement; (ii) this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms; (iii) no consent or authorization of, filing with, or other act by or in respect of any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement; (iv) the execution, performance and delivery of this Agreement by Fund Agent will not result in it violating any applicable law or breaching or otherwise impairing any of its contractual obligations; and (v) the Funds are, and shall be, portfolios of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and Fund shares sold by the Funds are, and shall be, registered under the 1933 Act, in each case, except to the extent the Servicer is so notified in writing.

Fund Agent. The Fund Agent shall indemnify and hold harmless the Firm, each of the Firm's affiliated companies, and all of the divisions, subsidiaries, directors, officers, agents, employees and assigns of each of the foregoing (collectively, "Indemnified Firm Parties"), against and from any and all demands, damages, liabilities, and losses, or any pending or completed actions, claims, suits, complaints, proceedings, or investigations (including reasonable attorney's fees and other costs, including all expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by the Fund Agent) to which the Indemnified Firm Parties may be or become subject as a result or arising out of: (a) any negligent act or omission by the Fund Agent or its agents or employees relating to NETWORKING provided the Firm has not acted negligently; (b) any breach of the Fund Agent's representations or warranties contained in this Agreement; (c) the Fund Agent's failure to comply with any of the terms of this Agreement; or (d) the Firm's acceptance of any transactions or account maintenance information from the Fund Agent through FUND/SERV and/or NETWORKING. The Fund Agent represents and warrants that the Fund Agent at all times has sufficient financial resources, whether through a fidelity bond or otherwise, to meet all of the Fund Agent's indemnification obligations arising under this Agreement.

Fund Agent. Fund Agent shall indemnify, defend and hold harmless Servicer and each of its affiliates, directors, managers, officers, employees and agents and each person who controls them within the meaning of the 1933 Act from and against any and all Losses relating to, arising out of or based upon (i) Fund Agent’s negligence, willful misconduct or violation of applicable law in the performance of its duties and obligations under this Agreement; (ii) any breach by Fund Agent of any material provision of this Agreement; (iii) any material breach by Fund Agent of a representation, warranty or covenant made by it in this Agreement; and (iv) any untrue statement of any material fact contained in the Prospectus or SAI of any Fund or any promotional material or other information furnished by Fund Agent to Servicer, in writing, for distribution to the Shareholders.

Fund Agent. Fund Agent shall indemnify and hold harmless Trust Entity and its directors, officers, agents, employees and assigns (each an “Indemnified Trust Entity Party”), against and from any and all demands, damages, liabilities, and losses, or any pending or completed actions, claims, suits, complaints, proceedings, or investigations (including reasonable attorneys’ fees and other costs, including all expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by Fund Agent) to which any of them may be or become subject to as a result or arising out of: (a) any negligent act or omission by Fund Agent relating to Fund/SERV, except to the extent caused by the negligence or intentional misconduct of an Indemnified Trust Entity Party; (b) any material breach of Fund Agent’s representations or warranties contained in this Agreement; or (c) the Fund Agent’s failure to comply with any of the terms of this Agreement.

Fund Agent. The Fund Agent shall indemnify and hold harmless the Firm, each of the Firm's affiliated companies, and all of the divisions, subsidiaries, directors, officers, agents, employees and assigns of each of the foregoing (collectively, "Indemnified Firm Parties"), against and from any and all demands, damages, liabilities, and losses, or any pending or completed actions, claims, suits, complaints, proceedings, or investigations (including reasonable attorneys fees and other costs, including all expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by the Fund Agent) to which any of them may be or become subject as a result or arising out of (a) any negligent act or omission by the Fund Agent or its agents relating to NETWORKING; (b) any breach of the Fund Agent's representations or warranties contained in this Agreement; (c) the Fund Agent's failure to comply with any of the terms of this Agreement; or (d) the Firm's acceptance of any transaction or account maintenance information from the Fund Agent through NETWORKING. The Fund Agent represents and warrants that at all times it has sufficient financial resources, whether through a fidelity bond or otherwise, to meet all of its indemnification obligations arising under this Agreement.