Common use of Fund Agent Clause in Contracts

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 Trust Entity the Insurance Company, and its each of the Insurance Company’s divisions, subsidiaries, directors, officers, agents, employees and assigns (of each an “Indemnified Trust Entity Party”)of the foregoing, 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’ 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: of (a) any negligent act or omission by the Funds, the Fund Agent or its agents relating to Fund/SERV, except to SERV provided the extent caused by the negligence or intentional misconduct of an Indemnified Trust Entity PartyInsurance Company has not acted negligently; (b) any material 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.