Common use of Indemnification by Agent Clause in Contracts

Indemnification by Agent. TA and the Trust and their officers, directors and employees shall not be responsible for and Agent shall indemnify and hold TA and the Trust and their officers directors and employees harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to: (1) The Agent's refusal or failure to comply with the terms of this Agreement, or which arise out of the Agent's lack of good faith, gross negligence or willful misconduct or which arise out of the breach of any material representation or warranty of Agent hereunder. (2) The reliance on or use by Trust or TA or their sub-transfer agents or subcontractors of information, records and documents in proper form which: (a) are received by Trust or TA or their sub-transfer agents or subcontractors and furnished to them by or on behalf of Agent, regarding the purchase, redemption or transfer of shares, or (b) have been prepared and/or maintained by Agent or its affiliates or any other person or firm on behalf of Agent. Notwithstanding the above, the TA shall not be protected by this Article 6.B. from liability for any act or omission resulting from TA's lack of good faith, negligence, or willful misconduct.

Indemnification by Agent. TA and the Trust Funds and their officers, directors and employees shall not be responsible for and Agent shall indemnify and hold TA and the Trust Funds and their officers directors and employees harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to: (1) . The Agent's refusal or failure to comply with the terms of this Agreement, or which arise out of the Agent's lack of good faith, gross negligence or willful misconduct or which arise out of the breach of any material representation or warranty of Agent hereunder. (2) . The reliance on or use by Trust Fund or TA or their sub-transfer agents or subcontractors of information, records and documents in proper form which: (a) are received by Trust Fund or TA or their sub-transfer agents or subcontractors and furnished to them by or on behalf of Agent, regarding the purchase, redemption or transfer of shares, or (b) have been prepared and/or maintained by Agent or its affiliates or any other person or firm on behalf of Agent. Notwithstanding the above, the TA shall not be protected by this Article 6.B. from liability for any act or omission resulting from TA's lack of good faith, gross negligence, or willful misconduct.